{"url_path":"/sec/wtfcn/10-k/2026/item-8","section_key":"item-8","section_title":"Item 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-02-26","source_url":"https://www.sec.gov/Archives/edgar/data/1015328/0001015328-26-000007-index.html","accession_number":"0001015328-26-000007","cik":"0001015328","ticker":"WTFC","issuer_name":"WINTRUST FINANCIAL CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1015328/0001015328-26-000007-index.html","primary_entity_key":"0001015328","primary_entity_name":"WINTRUST FINANCIAL CORP"},"word_count":39204,"has_tables":true,"body_markdown":"ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA\n\nReport of Independent Registered Public Accounting Firm\n\nTo the Shareholders and the Board of Directors of Wintrust Financial Corporation\n\nOpinion on the Financial Statements\n\nWe have audited the accompanying consolidated statements of condition of Wintrust Financial Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders' equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the \"consolidated financial statements\"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.\n\nWe also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.\n\nBasis for Opinion\n\nThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\nCritical Audit Matter\n\nThe critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.\n\n93\n\nAllowance for credit losses\n\nDescription of the Matter\nAt December 31, 2025, the Company’s loan portfolio totaled $53.1 billion, and the associated allowance for credit losses (ACL) was $460.2 million. As more fully described in Notes (1) and (5) to the consolidated financial statements, the ACL represents management’s estimate of expected credit losses over the contractual term of the loan. The ACL is measured on a collective or pooled basis when assets share the same risk characteristics or on an individual basis when assets do not share similar risk characteristics. For assets measured on a collective basis, the Company applies modeling methodologies that utilize the Company’s historical loss experience to estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments. The historical credit loss experience utilized in the ACL models is adjusted for the Company’s reasonable and supportable economic forecasts. The modeled results are then adjusted for certain qualitative factors. For assets measured on an individual basis, the Company measures the expected losses primarily based on the estimated collateral value.\n\nAuditing management’s estimate of the ACL was especially challenging due to the complexity of the Company’s ACL models, the significant judgment required in establishing management’s reasonable and supportable economic forecasts, and the significant judgment required in developing and applying management’s qualitative factors.\n\nHow We Addressed the Matter in Our Audit\n\nWe obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the ACL process, including, among other things, controls over management’s process for the development, operation and monitoring of the ACL models, assessing and challenging the reasonable and supportable economic forecasts, the development and application of qualitative factors, and verifying the completeness and accuracy of key inputs and assumptions used in the ACL models.\n\nTo test the Company’s ACL models, we involved our specialists to test a sample of the ACL models by evaluating model methodology, model performance and testing key modeling assumptions. Additionally, we tested the accuracy of data utilized in the models by agreeing key data fields to source documentation and performed targeted re-calculations for a sample of models.\n\nTo test the reasonable and supportable economic forecasts, our audit procedures included among others, evaluating the basis of the economic forecast factors utilized by management and testing the completeness and accuracy of data used by management to develop the economic forecasts.\n\nTo test the qualitative factors, among other procedures, we assessed management’s methodology and considered whether relevant risks were reflected in the models and whether qualitative adjustments to the model outputs were appropriate. We tested the completeness, accuracy and relevance of the underlying data used to estimate the qualitative factors. We evaluated whether qualitative factors were reasonable based on changes in economic conditions and the composition of the loan portfolio.\n\nIn addition, we evaluated the overall ACL and whether the ACL appropriately reflects expected lifetime losses in the loan portfolio as of the consolidated balance sheet date. For example, we compared the overall ACL amount to those established by similar banking institutions with similar loan portfolios.\n\n/s/ Ernst & Young LLP\n\nWe have served as the Company’s auditor since 1999.\n\nChicago, Illinois\n\nFebruary 26, 2026\n\n94\n\nWINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CONDITION\n\nDecember 31,\n\n(In thousands, except shares and per share amounts)20252024\n\nAssets\n\nCash and due from banks$467,874 $452,017 \n\nFederal funds sold and securities purchased under resale agreements64 6,519 \n\nInterest-bearing deposits with banks3,180,553 4,409,753 \n\nAvailable-for-sale securities, at fair value6,236,263 4,141,482 \n\nHeld-to-maturity securities, at amortized cost, net of allowance for credit losses of $260 and $457 at December 31, 2025 and December 31, 2024, respectively ($2.8 billion and $2.9 billion fair value at December 31, 2025 and December 31, 2024, respectively)\n3,343,905 3,613,263 \n\nTrading account securities— 4,072 \n\nEquity securities with readily determinable fair value63,770 215,412 \n\nFederal Home Loan Bank and Federal Reserve Bank stock291,881 281,407 \n\nBrokerage customer receivables— 18,102 \n\nMortgage loans held-for-sale, at fair value340,745 331,261 \n\nLoans, net of unearned income53,105,101 48,055,037 \n\nAllowance for loan losses(379,283)(364,017)\n\nNet loans52,725,818 47,691,020 \n\nPremises, software and equipment, net781,611 779,130 \n\nLease investments, net360,646 278,264 \n\nAccrued interest receivable and other assets1,617,682 1,739,334 \n\nReceivable on unsettled securities sales835,275 — \n\nGoodwill797,960 796,942 \n\nOther acquisition-related intangible assets97,999 121,690 \n\nTotal assets$71,142,046 $64,879,668 \n\nLiabilities and Shareholders’ Equity\n\nDeposits:\n\nNon-interest-bearing$11,423,701 $11,410,018 \n\nInterest-bearing46,293,490 41,102,331 \n\nTotal deposits57,717,191 52,512,349 \n\nFederal Home Loan Bank advances3,451,309 3,151,309 \n\nOther borrowings477,966 534,803 \n\nSubordinated notes298,636 298,283 \n\nJunior subordinated debentures253,566 253,566 \n\nAccrued interest payable and other liabilities1,684,663 1,785,061 \n\nTotal liabilities63,883,331 58,535,371 \n\nShareholders’ Equity:\n\nPreferred stock, no par value; 20,000,000 shares authorized:\n\nSeries D - $25 liquidation value; no shares issued and outstanding at December 31, 2025 and 5,000,000 shares issued and outstanding at December 31, 2024\n— 125,000 \n\nSeries E - $25,000 liquidation value; no shares issued and outstanding at December 31, 2025 and 11,500 shares issued and outstanding at December 31, 2024\n— 287,500 \n\nSeries F - $25,000 liquidation value; 17,000 shares issued and outstanding at December 31, 2025 and no shares issued and outstanding at December 31, 2024\n425,000 — \n\nCommon stock, no par value; $1.00 stated value; 100,000,000 shares authorized at December 31, 2025 and December 31, 2024; 67,062,182 shares issued at December 31, 2025 and 66,560,182 shares issued at December 31, 2024\n67,062 66,560 \n\nSurplus2,534,024 2,482,561 \n\nTreasury stock, at cost, 87,269 shares at December 31, 2025 and 64,955 shares at December 31, 2024\n(9,156)(6,153)\n\nRetained earnings4,537,539 3,897,164 \n\nAccumulated other comprehensive loss(295,754)(508,335)\n\nTotal shareholders’ equity7,258,715 6,344,297 \n\nTotal liabilities and shareholders’ equity$71,142,046 $64,879,668 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n95\n\nWINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF INCOME\n\nYears Ended December 31,\n\n(In thousands, except per share data)\n202520242023\n\nInterest income\n\nInterest and fees on loans$3,220,993 $3,043,354 $2,540,952 \n\nMortgage loans held-for-sale19,482 21,436 16,791 \n\nInterest-bearing deposits with banks133,265 115,253 78,978 \n\nFederal funds sold and securities purchased under resale agreements607 366 1,806 \n\nInvestment securities331,956 276,115 238,587 \n\nTrading account securities11 48 41 \n\nFederal Home Loan Bank and Federal Reserve Bank stock21,641 20,060 14,912 \n\nBrokerage customer receivables78 965 1,047 \n\nTotal interest income3,728,033 3,477,597 2,893,114 \n\nInterest expense\n\nInterest on deposits1,341,727 1,343,642 906,470 \n\nInterest on Federal Home Loan Bank advances103,580 99,149 72,286 \n\nInterest on other borrowings26,592 34,480 35,280 \n\nInterest on subordinated notes14,903 18,117 22,024 \n\nInterest on junior subordinated debentures17,179 19,674 19,190 \n\nTotal interest expense1,503,981 1,515,062 1,055,250 \n\nNet interest income2,224,052 1,962,535 1,837,864 \n\nProvision for credit losses95,553 101,047 114,390 \n\nNet interest income after provision for credit losses2,128,499 1,861,488 1,723,474 \n\nNon-interest income\n\nWealth management147,416 146,227 130,607 \n\nMortgage banking90,775 93,213 83,073 \n\nService charges on deposit accounts79,091 65,651 55,250 \n\nGains (losses) on investment securities, net8,323 (2,602)1,525 \n\nFees from covered call options20,681 10,196 21,863 \n\nTrading gains, net2 504 1,142 \n\nOperating lease income, net62,284 58,710 53,298 \n\nOther93,368 116,426 87,348 \n\nTotal non-interest income501,940 488,325 434,106 \n\nNon-interest expense\n\nSalaries and employee benefits873,292 817,108 748,013 \n\nSoftware and equipment142,362 122,794 104,632 \n\nOperating lease equipment42,671 42,298 42,363 \n\nOccupancy, net81,920 79,213 77,068 \n\nData processing46,522 39,736 38,800 \n\nAdvertising and marketing63,852 61,812 65,075 \n\nProfessional fees34,032 40,637 34,758 \n\nAmortization of other acquisition-related intangible assets21,393 12,095 5,498 \n\nFDIC insurance43,877 46,118 71,102 \n\nOREO expense, net3,572 (408)(1,528)\n\nOther158,539 141,321 126,718 \n\nTotal non-interest expense1,512,032 1,402,724 1,312,499 \n\nIncome before taxes1,118,407 947,089 845,081 \n\nIncome tax expense294,563 252,044 222,455 \n\nNet income$823,844 $695,045 $622,626 \n\nPreferred stock dividends35,644 27,964 27,964 \n\nPreferred stock redemption14,046 — — \n\nNet income applicable to common shares$774,154 $667,081 $594,662 \n\nNet income per common share—Basic$11.57 $10.47 $9.72 \n\nNet income per common share—Diluted$11.40 $10.31 $9.58 \n\nCash dividends declared per common share$2.00 $1.80 $1.60 \n\nWeighted average common shares outstanding66,896 63,685 61,149 \n\nDilutive potential common shares998 1,016 938 \n\nAverage common shares and dilutive common shares67,894 64,701 62,087 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n96\n\nWINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME\n\nYears Ended December 31,\n\n(In thousands)202520242023\n\nNet income$823,844 $695,045 $622,626 \n\nUnrealized gains (losses) on available-for-sale securities\n\nBefore tax184,999 (105,922)50,669 \n\nTax effect(48,100)28,019 (14,455)\n\nNet of tax136,899 (77,903)36,214 \n\nReclassification of net gains on available-for-sale securities included in net income\n\nBefore tax159 1,236 951 \n\nTax effect(41)(321)(252)\n\nNet of tax118 915 699 \n\nReclassification of amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale\n\nBefore tax40 89 212 \n\nTax effect(10)(24)(57)\n\nNet of tax30 65 155 \n\nNet unrealized gains (losses) on available-for-sale securities136,751 (78,883)35,360 \n\nUnrealized gains (losses) on derivative instruments\n\nBefore tax82,620 (59,046)33,512 \n\nTax effect(21,481)15,770 (8,844)\n\nNet unrealized gains (losses) on derivative instruments61,139 (43,276)24,668 \n\nForeign currency translation adjustment\n\nBefore tax17,902 (30,518)7,788 \n\nTax effect(3,211)5,573 (1,411)\n\nNet foreign currency translation adjustment14,691 (24,945)6,377 \n\nTotal other comprehensive income (loss)212,581 (147,104)66,405 \n\nComprehensive income$1,036,425 $547,941 $689,031 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n97\n\nWINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY \n\n(In thousands, except per share data)Preferred\nstockCommon\nstockSurplusTreasury\nstockRetained\nearningsAccumulated other comprehensive lossTotal\nshareholders’\nequity\n\nBalance at December 31, 2022$412,500 $60,797 $1,902,474 $(304)$2,849,007 $(427,636)$4,796,838 \n\nCumulative effect adjustment from the adoption of ASU 2022-02 (TDR), net of tax— — — — (544)— (544)\n\nNet income— — — — 622,626 — 622,626 \n\nOther comprehensive income, net of tax— — — — — 66,405 66,405 \n\nCash dividends declared on common stock, $1.60 per share\n— — — — (97,726)— (97,726)\n\nDividends on Series D preferred stock, $1.64 per share and Series E preferred stock, $1,718.76 per share\n— — — — (27,964)— (27,964)\n\nStock-based compensation— — 33,495 — — — 33,495 \n\nCommon stock issued for:\n\nExercise of stock options— 56 2,186 — — — 2,242 \n\nRestricted stock awards— 307 (307)(1,913)— — (1,913)\n\nEmployee stock purchase plan— 46 3,283 — — — 3,329 \n\nDirector compensation plan— 63 2,675 — — — 2,738 \n\nBalance at December 31, 2023$412,500 $61,269 $1,943,806 $(2,217)$3,345,399 $(361,231)$5,399,526 \n\nNet income— — — — 695,045 — 695,045 \n\nOther comprehensive loss, net of tax— — — — — (147,104)(147,104)\n\nCash dividends declared on common stock, $1.80 per share\n— — — — (115,316)— (115,316)\n\nDividends on Series D preferred stock, $1.64 per share and Series E preferred stock, $1,718.76 per share\n— — — — (27,964)— (27,964)\n\nStock-based compensation— — 38,108 — — — 38,108 \n\nCommon stock issued for:\n\nAcquisition of Macatawa Bank Corporation— 4,702 494,537 — — — 499,239 \n\nExercise of stock options— 2 84 — — — 86 \n\nRestricted stock awards— 537 (532)(3,936)— — (3,931)\n\nEmployee stock purchase plan— 35 3,312 — — — 3,347 \n\nDirector compensation plan— 15 3,246 — — — 3,261 \n\nBalance at December 31, 2024$412,500 $66,560 $2,482,561 $(6,153)$3,897,164 $(508,335)$6,344,297 \n\nNet income— — — — 823,844 — 823,844 \n\nOther comprehensive income, net of tax— — — — — 212,581 212,581 \n\nCash dividends declared on common stock, $2.00 per share\n— — — — (133,779)— (133,779)\n\nDividends on Series D preferred stock, $0.82 per share, Series E preferred stock, $859.38 per share and Series F preferred stock, $1,274.22 per share\n— — — — (35,644)— (35,644)\n\nRedemption of Series D and Series E preferred stock(412,500)— 14,046 — (14,046)— (412,500)\n\nIssuance of Series F preferred stock425,000 — (10,852)— — — 414,148 \n\nStock-based compensation— — 41,551 — — — 41,551 \n\nCommon stock issued for:\n\nExercise of stock options— 5 215 — — — 220 \n\nRestricted stock awards— 448 (448)(3,003)— — (3,003)\n\nEmployee stock purchase plan— 30 3,489 — — — 3,519 \n\nDirector compensation plan— 19 3,462 — — — 3,481 \n\nBalance at December 31, 2025$425,000 $67,062 $2,534,024 $(9,156)$4,537,539 $(295,754)$7,258,715 \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n98\n\nWINTRUST FINANCIAL CORPORATION AND SUBSIDIARIES\n\nCONSOLIDATED STATEMENTS OF CASH FLOWS\n\nYears Ended December 31,\n\n(In thousands)202520242023\n\nOperating Activities:\n\nNet income$823,844 $695,045 $622,626 \n\nAdjustments to reconcile net income to net cash provided by operating activities\n\nProvision for credit losses95,553 101,047 114,390 \n\nDepreciation, amortization and accretion, net118,778 100,079 84,764 \n\nDeferred income tax expense (benefit)44,841 11,011 (19,707)\n\nStock-based compensation expense41,551 38,108 33,495 \n\n(Accretion) amortization of premium on securities, net(10,587)(2,133)1,236 \n\nAccretion of discount and deferred fees on loans, net(19,744)(18,984)(16,943)\n\nMortgage servicing rights fair value changes34,749 18,637 36,209 \n\nNon-designated derivatives fair value changes, net(6,140)61,035 (3,048)\n\nOriginations and purchases of mortgage loans held-for-sale(2,582,585)(2,624,914)(1,962,205)\n\nEarly buy-out exercises of mortgage loans held-for-sale guaranteed by U.S. government agencies, net of subsequent paydowns or payoffs(34,218)(23,197)(25,954)\n\nProceeds from sales of mortgage loans held-for-sale2,585,949 2,609,248 1,963,214 \n\nBank owned life insurance (“BOLI”) gains(6,559)(5,755)(4,575)\n\nDecrease (increase) in trading securities, net4,072 635 (3,580)\n\nDecrease (increase) in brokerage customer receivables, net18,102 (7,510)5,795 \n\nGains on mortgage loans sold(65,291)(46,430)(37,738)\n\nGains on premium financing receivables sold— (4,575)(890)\n\n(Gains) losses on investment securities, net, and dividend reinvestment on equity securities(8,323)2,602 (1,525)\n\nLosses on sales of premises and equipment, net438 336 1,290 \n\nLosses (gains) on sales and fair value adjustments of other real estate owned, net2,578 (1,951)(1,656)\n\nIncrease in accrued interest receivable and other assets, net(68,987)(131,429)(205,428)\n\n(Decrease) increase in accrued interest payable and other liabilities, net(57,673)(49,348)164,606 \n\nNet Cash Provided by Operating Activities910,348 721,557 744,376 \n\nInvesting Activities:\n\nProceeds from calls and sales of available-for-sale securities1,687,876 1,769,854 1,881,410 \n\nProceeds from payments and maturities of available-for-sale securities640,943 588,664 384,769 \n\nProceeds from payments, maturities and calls of held-to-maturity securities268,825 242,427 191,421 \n\nProceeds from sales of equity securities with readily determinable fair value226,542 51,792 23,592 \n\nProceeds from sales and capital distributions of equity securities without readily determinable fair value1,421 2,226 67 \n\nPurchases of available-for-sale securities(5,062,590)(1,748,535)(2,244,564)\n\nPurchases of held-to-maturity securities— — (408,917)\n\nPurchases of equity securities with readily determinable fair value(63,413)(125,573)(47,454)\n\nPurchases of equity securities without readily determinable fair value(1,752)(6,933)(10,450)\n\n(Purchases) redemptions of FHLB and FRB stock, net(10,474)(76,404)19,756 \n\n(Contributions to) distributions from investments in partnerships, net(10,853)2,763 7,476 \n\nNet cash received (paid) in business combinations— 531,308 (5,147)\n\nProceeds from sales of premium financing receivables, net— 627,450 405,560 \n\nProceeds from sale of other real estate owned2,141 20,026 5,051 \n\nDecrease (increase) in interest-bearing deposits with banks, net1,238,103 (2,334,423)(91,251)\n\nIncrease in loans, net(5,035,792)(5,405,340)(3,303,303)\n\nRedemption of BOLI351 367 574 \n\nPurchases of premises and equipment, net(49,951)(86,032)(46,406)\n\nNet Cash Used for Investing Activities(6,168,623)(5,946,363)(3,237,816)\n\nFinancing Activities:\n\nIncrease in deposit accounts, net5,204,842 4,805,004 2,494,619 \n\n(Decrease) increase in other borrowings, net(73,607)(83,674)40,670 \n\nIncrease in Federal Home Loan Bank advances, net300,000 825,238 10,000 \n\nCash payments to settle contingent consideration liabilities recognized in business combinations— (6,168)(57)\n\nProceeds from the issuance of preferred stock, net414,148 — — \n\nRepayment of subordinated notes— (140,000)— \n\nRedemption of preferred stock(412,500)— — \n\nIssuance of common shares resulting from exercise of stock options, employee stock purchase plan and director compensation plan7,220 6,694 8,309 \n\nCommon stock repurchases for tax withholdings related to stock-based compensation(3,003)(3,936)(1,913)\n\nDividends paid(169,423)(143,280)(125,690)\n\nNet Cash Provided by Financing Activities5,267,677 5,259,878 2,425,938 \n\nNet Increase (Decrease) in Cash and Cash Equivalents9,402 35,072 (67,502)\n\nCash and Cash Equivalents at Beginning of Period458,536 423,464 490,966 \n\nCash and Cash Equivalents at End of Period$467,938 $458,536 $423,464 \n\nSupplemental Disclosure of Cash Flow Information:\n\nCash paid during the year for:\n\nInterest$1,489,462 $1,517,813 $1,026,311 \n\nIncome taxes, net222,412 252,851 231,653 \n\nBusiness combinations:\n\nFair value of assets acquired, including cash and cash equivalents— 2,611,601 23,669 \n\nValue ascribed to goodwill and other intangible assets— 252,983 8,822 \n\nFair value of liabilities assumed— 2,365,345 12,468 \n\nNon-cash activities\n\nTransfer to other real estate owned from loans2,532 30,040 8,564 \n\nCommon stock issued for acquisitions— 499,239 — \n\nSee accompanying Notes to Consolidated Financial Statements.\n\n99\n\n(1) Summary of Significant Accounting Policies\n\nThe accounting and reporting policies of Wintrust Financial Corporation (“Wintrust” or the “Company”) and its subsidiaries conform to generally accepted accounting principles in the United States and prevailing practices of the banking industry. In the preparation of the consolidated financial statements, management is required to make certain estimates and assumptions that affect the reported amounts contained in the consolidated financial statements. Management believes that the estimates made are reasonable; however, changes in estimates may be required if economic or other conditions change beyond management’s expectations. Reclassifications of certain prior year amounts have been made to conform to the current year presentation. The following is a summary of the Company’s significant accounting policies.\n\nPrinciples of Consolidation\n\nThe consolidated financial statements of Wintrust include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements.\n\nEarnings per Share\n\nBasic earnings per share is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then share in the earnings of the Company. The weighted-average number of common shares outstanding is increased by the assumed conversion of any outstanding convertible preferred stock shares from the beginning of the year or date of issuance, if later, and the number of common shares that would be issued assuming the exercise of stock options and the issuance of restricted shares using the treasury stock method. The adjustments to the weighted-average common shares outstanding are only made when such adjustments will dilute earnings per common share. If relevant convertible preferred shares are outstanding during a period, net income applicable to common shares used in the diluted earnings per share calculation may be adjusted to consider potential conversion of such preferred shares. Where the effect of this conversion would reduce the loss per share or increase the income per share, net income applicable to common shares is not adjusted by the associated preferred dividends.\n\nBusiness Combinations\n\nThe Company accounts for business combinations under the acquisition method of accounting in accordance with ASC 805, “Business Combinations” (“ASC 805”) when it obtains control of a business. When determining whether a business has been acquired, the Company first evaluates whether substantially all of the fair value of the gross assets acquired are concentrated in a single identifiable asset or a group of similar identifiable assets. If concentrated in such a manner, the set of assets and activities is not a business. If not concentrated in such a manner, the Company assesses whether the set meets the definition of a business by containing inputs, outputs and at least one substantive process. If the set represents a business, the Company recognizes the fair value of the assets acquired and liabilities assumed, immediately expenses transaction costs and accounts for restructuring plans separately from the business combination. The excess of the cost of the acquisition over the fair value of the net tangible and intangible assets acquired is recorded as goodwill. Alternatively, a gain is recorded equal to the amount by which the fair value of assets purchased exceeds the fair value of liabilities assumed and consideration paid.\n\nIf the set of assets and activities do not constitute a business, the transaction is accounted for as an asset acquisition. The cost of a group of assets acquired is allocated to the individual assets acquired or liabilities assumed based on the relative fair value and does not result in the recognition of goodwill. Generally, any excess of the cost of the transaction over the fair value of the individual assets acquired or liabilities assumed, or, in contrast, any excess of the fair value of the individual assets acquired or liabilities assumed over the cost of the transaction, should be allocated on a relative fair value basis. Certain \"non-qualifying\" assets are excluded from this allocation, and are recognized at the individual asset's fair value.\n\nResults of operations of the acquired business are included in the income statement from the effective date of acquisition. Subsequent adjustments to provisional amounts that are identified in reporting periods within one year after the acquisition date in a business combination are recognized in the reporting period in which the adjustment amounts are determined.\n\n100\n\nCash Equivalents\n\nFor purposes of the consolidated statements of cash flows, Wintrust considers cash on hand, cash items in the process of collection, non-interest bearing amounts due from correspondent banks, federal funds sold and securities purchased under resale agreements with original maturities of three months or less, to be cash equivalents. There were no securities sold under agreements to repurchase with original maturities of three months or less at December 31, 2025.\n\nInvestment Securities\n\nThe Company classifies debt and equity securities upon purchase in one of five categories: trading, held-to-maturity debt securities, available-for-sale debt securities, equity securities with a readily determinable fair value or equity securities without a readily determinable fair value. Debt and equity securities held for resale are classified as trading securities. Debt securities for which the Company has the ability and positive intent to hold until maturity are classified as held-to-maturity. All other debt securities are classified as available-for-sale as they may be sold prior to maturity in response to changes in the Company’s interest rate risk profile, funding needs, demand for collateralized deposits by public entities or other reasons. Equity securities are classified based upon whether a readily determinable fair value exists on such security. The fair value of an equity security is readily determinable if it meets certain conditions, including whether sales prices or bid-ask quotes are currently available on certain securities exchanges; traded only in a foreign market that is of a breadth and scope comparable to one of the U.S. markets; or the security is an investment in a mutual fund or similar structure with a fair value per share or unit that is determined and published, and is the basis for current transactions.\n\nHeld-to-maturity debt securities are stated at amortized cost, which represents actual cost adjusted for premium amortization and discount accretion using methods that approximate the effective interest method. Available-for-sale debt securities are stated at fair value, with unrealized gains and losses, net of related taxes, included in shareholders’ equity as a separate component of other comprehensive income. Trading account securities and equity securities with a readily determinable fair value are stated at fair value. Realized and unrealized gains and losses from sales and fair value adjustments are included in other non-interest income. Equity securities without a readily determinable fair value are stated at either a calculated net asset value per share, if available, or the cost of the security minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar instrument of the same issuer.\n\nSubsequent to classification at the time of purchase, the Company may transfer debt securities between trading, held-to-maturity, or available-for-sale. For debt securities transferred to trading, the current unrealized gain or loss at the date of transfer, net of related taxes, is immediately recognized in earnings. Debt securities transferred from trading to either held-to-maturity or available-for-sale have already recognized any unrealized gain or loss into earnings and this amount is not reversed. Unrealized gains or losses, net related taxes, for available-for-sale debt securities transferred to held-to-maturity remain as a separate component of other comprehensive income and an offsetting discount or premium is included in the amortized cost of the held-to-maturity debt security. These amounts are amortized over the remaining life of the debt security in equal and offsetting amounts. Unrealized gains or losses for held-to-maturity debt securities transferred to available-for-sale are recognized at the transfer date as a separate component of other comprehensive income, net of related taxes.\n\nDeclines in the fair value of held-to-maturity and available-for-sale debt investment securities (with certain exceptions for debt securities noted below) that are deemed to be credit losses are charged to the allowance for credit losses. In evaluating credit impairment, management considers the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in the fair value of debt securities below amortized cost are deemed to be credit losses in circumstances where: (1) the Company has the intent to sell a security; (2) it is more likely than not that the Company will be required to sell the debt security before recovery of its amortized cost basis; or (3) the Company does not expect to recover the entire amortized cost basis of the debt security. If the Company intends to sell a debt security or if it is more likely than not that the Company will be required to sell the debt security before recovery, a credit impairment write-down is recognized in the allowance for credit losses equal to the difference between the debt security’s amortized cost basis and its fair value. If an entity does not intend to sell the debt security or it is not more likely than not that it will be required to sell the debt security before recovery, the credit impairment write-down is separated into an amount representing credit loss, which is recognized in the allowance for credit losses, and an amount related to all other factors, which is recognized in other comprehensive income.\n\nEquity securities with readily determinable fair values are measured at fair value with changes recognized in net income. Equity securities without readily determinable fair values are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. Such\n\n101\n\ninvestments are included within accrued interest receivable and other assets within the Company's Consolidated Statements of Condition.\n\nInterest and dividends, including amortization of premiums and accretion of discounts, are recognized as interest income when earned. Realized gains and losses on sales (using the specific identification method), unrealized gains and losses on equity securities and declines in value judged to be other-than-temporary are included in non-interest income.\n\nFHLB and Federal Reserve Bank (“FRB”) Stock\n\nInvestments in FHLB and FRB stock are restricted as to redemption and are carried at cost.\n\nSecurities Purchased Under Resale Agreements and Securities Sold Under Repurchase Agreements\n\nSecurities purchased under resale agreements and securities sold under repurchase agreements are generally treated as collateralized financing transactions and are recorded at the amount at which the securities were acquired or sold plus accrued interest. Securities, consisting of U.S. Treasury, U.S. Government agency and mortgage-backed securities, pledged as collateral under these financing arrangements cannot be sold by the secured party. The fair value of collateral either received from or provided to a third party is monitored and additional collateral is obtained or requested to be returned as deemed appropriate.\n\nBrokerage Customer Receivables\n\nFor the periods presented prior to the brokerage service outsourcing in the first quarter of 2025, the Company, under an agreement with an out-sourced securities clearing firm, extended credit to its brokerage customers to finance their purchases of securities on margin. The Company received income from interest charged on such extensions of credit. Brokerage customer receivables represented amounts due on margin balances. Securities owned by customers were held as collateral for these receivables.\n\nMortgage Loans Held-for-Sale\n\nMortgage loans are classified as held-for-sale when originated or acquired with the intent to sell the loan into the secondary market. ASC 825, “Financial Instruments” provides entities with an option to report selected financial assets and liabilities at fair value. Mortgage loans classified as held-for-sale are measured at fair value which is typically determined by reference to investor prices for loan products with similar characteristics. Changes in fair value are recognized in mortgage banking revenue.\n\nMarket conditions or other developments may change management’s intent with respect to the disposition of these loans and loans previously classified as mortgage loans held-for-sale may be reclassified to the loans held-for-investment portfolio, with the balance transferred continuing to be carried at fair value.\n\nLoans and Leases\n\nLoans are generally reported at the principal amount outstanding, net of unearned income. Interest income is recognized when earned. Loan origination fees and certain direct origination costs are deferred and amortized over the expected life of the loan as an adjustment to the yield using methods that approximate the effective interest method. Finance charges on premium finance receivables are earned over the term of the loan, using a method which approximates the effective yield method.\n\nLeases classified as direct financing leases are included within lease loans, net of unearned income, for financial statement purposes. Direct financing    leases are stated as the sum of remaining minimum lease payments from lessees plus estimated residual values less unearned lease income. Unearned lease income on direct financing leases is recognized over the term of the leases using the effective interest method.\n\nInterest income is not accrued on loans where management has determined that the borrowers may be unable to meet contractual principal or interest obligations, or where interest or principal is 90 days or more past due, unless the loans are adequately secured and in the process of collection. Cash receipts on non-accrual loans are generally applied to the principal balance until the remaining balance is considered collectible, at which time interest income may be recognized when received. Recognition of interest income on purchased credit deteriorated (“PCD”) loans is considered at the individual asset level following the Company’s accrual policies, instead of based upon the entire pool of loans.\n\n102\n\nAllowance for Credit Losses\n\nIn accordance with ASC 326, “Financial Instruments – Credit Losses” (“ASC 326”), the Company measures the allowance for credit losses at the time of origination or purchase of a financial asset, representing an estimate of lifetime expected credit losses on the related asset. Financial assets include assets measured under the amortized cost basis, including loans, net investments in leases recognized by a lessor, held-to-maturity debt securities and PCD assets at the time of and subsequent to acquisition, and off-balance-sheet credit exposures considered not unconditionally cancellable. In addition to financial assets measured at amortized cost, credit losses related to available-for-sale debt securities are recorded through the allowance for credit losses and not as a direct adjustment to the amortized cost of the securities. The Company elects the collateral maintenance practical expedient under ASC 326 and applies this approach to securities purchased under resale agreements and brokerage customer receivables. In accordance with contractual terms, these assets require underlying collateral to be monitored continuously and replenished when collateral is less than required levels. The Company measures an allowance for credit losses if the carrying balance of such assets exceeds the amount of underlying collateral.\n\nThe allowance for credit losses on financial assets held at amortized cost is measured on a collective or pooled basis when similar risk characteristics exist. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool, including methodologies estimating the probability of default and loss given default on specific segments. Credit quality indicators, specifically the Company's internal risk rating systems, reflect how the Company monitors credit losses and represent factors used by the Company when measuring the allowance for credit losses. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company and incorporates third party economic forecasts on a quantitative or qualitative basis. Reasonable and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. For periods beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates. Qualitative factors assessed by Management include the following:\n\n•Changes in the nature and volume of the institution’s financial assets;\n\n•Changes in the existence, growth, and effect of any concentrations of credit;\n\n•Changes in the volume and severity of past due financial assets, the volume of non-accrual assets, and the volume and severity of adversely classified or graded assets;\n\n•Changes in the value of the underlying collateral for loans that are not collateral-dependent;\n\n•Changes in the institution’s lending policies and procedures, including changes in underwriting standards and practices for collections, write-offs, and recoveries;\n\n•Changes in the quality of the institution’s credit review function;\n\n•Changes in the experience, ability, and depth of the institution’s lending, investment, collection, and other relevant management and staff;\n\n•The effect of changes in other external factors such as the regulatory, legal and technological environments; competition; and events such as natural disasters; and\n\n•Actual and expected changes in international, national, regional, and local economic and business conditions and developments in which the institution operates that affect the collectability of financial assets.\n\nExpected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are considered when the expected extension, renewal or modification is contained within the existing agreement and is not unconditionally cancellable.\n\nFinancial assets that do not share similar risk characteristics with any pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including substandard non-accrual assets. If an individual asset is removed from a pool, the allowance for credit losses for such pool will be measured without considering the removed asset. If foreclosure is probable or the asset is considered collateral-dependent, expected credit losses are measured based upon the fair value of the underlying collateral adjusted for selling costs, if appropriate.\n\nFor purchased financial assets that have experienced more-than-insignificant deterioration in credit quality since origination (“PCD assets”), the Company recognizes the sum of the purchase price and estimate of the allowance for credit losses as of the date of acquisition as the initial amortized cost basis. If the estimated allowance for credit losses is recognized under a methodology that is not a discounted cash flow methodology, such allowance for credit losses will be estimated based upon the unpaid principal balance of the financial asset.\n\nThe Company does not measure an allowance for credit losses on accrued interest receivable balances if these balances are written off in a timely manner. Write-offs of accrued interest receivable balances are recorded as a reduction to interest income.\n\nRecoveries of financial assets previously written off are recognized when received and recorded as a component of the allowance for credit losses. When measuring the allowance for credit losses, the Company incorporates an estimate of expected recoveries provided the estimate is reasonable and supportable. Write-offs of financial assets are charged-off or deducted from\n\n103\n\nthe allowance for credit losses and recorded in the period when the Company concludes that all or a portion of a financial asset is no longer collectible. A provision for credit losses is charged to income based on Management’s periodic evaluation of the factors previously described. Evaluations are conducted at least quarterly and more frequently if deemed necessary.\n\nMortgage Servicing Rights (“MSRs”)\n\nMSRs are recorded in the Consolidated Statements of Condition at fair value in accordance with ASC 860, “Transfers and Servicing.” The Company originates mortgage loans for sale to the secondary market. Certain loans are originated and sold with servicing rights retained. MSRs associated with loans originated and sold, where servicing is retained, are capitalized at the time of sale at fair value based on the future net cash flows expected to be realized for performing the servicing activities, and included in other assets in the Consolidated Statements of Condition. The change in the fair value of MSRs is recorded as a component of mortgage banking revenue in non-interest income in the Consolidated Statements of Income. The Company measures the fair value of MSRs by stratifying the servicing rights into pools based on homogeneous characteristics, such as product type and interest rate. The fair value of each servicing rights pool is calculated based on the present value of estimated future cash flows using a discount rate commensurate with the risk associated with that pool, given current market conditions. Estimates of fair value include assumptions about prepayment speeds, interest rates and other factors which are subject to change over time. Changes in these underlying assumptions could cause the fair value of MSRs to change significantly in the future.\n\nLease Investments\n\nThe Company’s investments in equipment and other assets held on operating leases are reported as lease investments, net. Rental income on operating leases is recognized as income over the lease term on a straight-line basis. Equipment and other assets held on operating leases is stated at cost less accumulated depreciation. Depreciation of the cost of the assets held on operating leases, less any residual value, is computed using the straight-line method over the term of the leases, which is generally seven years or less.\n\nPremises and Equipment\n\nPremises and equipment, including leasehold improvements, are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Useful lives generally range from two to 15 years for furniture, fixtures and equipment, two to seven years for software and computer-related equipment and seven to 39 years for buildings and improvements. Land improvements are amortized over a period of 15 years and leasehold improvements are amortized over the shorter of the useful life of the improvement or the term of the respective lease including any lease renewals deemed to be reasonably assured. Land, antique furnishings and artwork are not subject to depreciation. Expenditures for major additions and improvements are capitalized, and maintenance and repairs are charged to expense as incurred. Eligible costs related to the configuration, coding, testing and installation of internal use software and qualifying cloud computing arrangements are capitalized.\n\nLong-lived depreciable assets are evaluated periodically for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable. Impairment exists when the expected undiscounted future cash flows of a long-lived asset are less than its carrying value. In that event, a loss is recognized for the difference between the carrying value and the estimated fair value of the asset based on a quoted market price, if applicable, or a discounted cash flow analysis. Impairment losses are recognized in other non-interest expense.\n\nOther Real Estate Owned\n\nOther real estate owned is comprised of real estate acquired in partial or full satisfaction of loans and is included in other assets in the Consolidated Statements of Condition. Other real estate owned is recorded at its estimated fair value less estimated selling costs at the date of transfer. Any excess of the related loan balance over the fair value less expected selling costs is charged to the allowance for credit losses. In contrast, any excess of the fair value less expected selling costs over the related loan balance is recorded as a recovery of prior charge-offs on the loan and, if any portion of the excess exceeds prior charge-offs, as an increase to earnings. Subsequent changes in value are reported as adjustments to the carrying amount, limited to the initial fair value recorded at the date of transfer, and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also charged to other non-interest expense. At December 31, 2025 and 2024, other real estate owned totaled $20.8 million and $23.1 million, respectively.\n\n104\n\nGoodwill and Other Intangible Assets\n\nGoodwill represents the excess of the cost of a business acquisition over the fair value of net assets acquired. Other intangible assets represent purchased assets that also lack physical substance but can be distinguished from goodwill because of contractual or other legal rights or because the asset is capable of being sold or exchanged either on its own or in combination with a related contract, asset or liability. In accordance with accounting standards, goodwill is not amortized, but rather is tested for impairment on an annual basis or more frequently when events warrant, using a qualitative or quantitative approach. Intangible assets which have finite lives are amortized over their estimated useful lives and also are subject to impairment testing. Intangible assets which have indefinite lives are evaluated each reporting date to determine whether events and circumstances continue to support an indefinite useful life. If an indefinite useful life can no longer be supported for such asset, the intangible asset will be amortized prospectively over the remaining estimated useful life. If an indefinite useful life can be supported, the asset is not amortized, but rather is tested for impairment on an annual basis or more frequently when events warrant, using a qualitative or quantitative approach. The Company’s intangible assets having finite lives are amortized over varying periods not exceeding twenty years.\n\nBank-Owned Life Insurance (“BOLI”)\n\nThe Company maintains BOLI on certain individuals. BOLI balances are recorded at their cash surrender values and are included in other assets in the Consolidated Statements of Condition. Changes in the cash surrender values are included in non-interest income. At December 31, 2025 and 2024, BOLI totaled $223.7 million and $219.5 million, respectively.\n\nDerivative Instruments\n\nThe Company enters into derivative transactions principally to protect against the risk of adverse price or interest rate movements on the future cash flows or the value of certain assets and liabilities. The Company is also required to recognize certain contracts and commitments, including certain commitments to fund mortgage loans held-for-sale, as derivatives when the characteristics of those contracts and commitments meet the definition of a derivative. The Company accounts for derivatives in accordance with ASC 815, “Derivatives and Hedging,” which requires that all derivative instruments be recorded in the Consolidated Statements of Condition at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.\n\nDerivative instruments designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset or liability attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Formal documentation of the relationship between a derivative instrument and a hedged asset or liability, as well as the risk-management objective and strategy for undertaking each hedge transaction and an assessment of effectiveness, is required at inception to apply hedge accounting. Formal documentation of ongoing effectiveness testing (e.g., regression analysis) is required to maintain hedge accounting for the majority of hedges executed. For hedges that are assessed for effectiveness using the shortcut method, the hedges are deemed perfectly effective at inception, and do not require ongoing effectiveness testing.\n\nFair value hedges are accounted for by recording the changes in the fair value of the derivative instrument and the changes in the fair value related to the risk being hedged of the hedged asset or liability on the Statement of Condition with corresponding offsets recorded in the income statement. The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the interest income or expense recorded on the hedged asset or liability.\n\nCash flow hedges are accounted for by recording the changes in the fair value of the derivative instrument on the Statement of Condition as either a freestanding asset or liability, with a corresponding offset recorded in other comprehensive income within shareholders’ equity, net of deferred taxes. Amounts are reclassified from accumulated other comprehensive income to either interest expense or interest income in the period or periods the hedged forecasted transaction affects earnings.\n\nUnder both the fair value and cash flow hedge scenarios, changes in the fair value of derivatives not considered to be highly effective in hedging the change in fair value or the expected cash flows of the hedged item are recognized in earnings as non-interest income during the period of the change.\n\n105\n\nDerivative instruments that are not designated as hedges according to accounting guidance are reported on the Statement of Condition at fair value and the changes in fair value are recognized in earnings as non-interest income during the period of the change.\n\nCommitments to fund mortgage loans (i.e., interest rate locks) to be sold into the secondary market and forward commitments for the future delivery of these mortgage loans are accounted for as derivatives and are not designated in hedging relationships. Fair values of these mortgage derivatives are estimated primarily based on changes in mortgage rates from the date of the commitments. Changes in the fair values of these derivatives are included in mortgage banking revenue.\n\nForward currency and commodity contracts used to manage foreign exchange risk and commodity price risk, respectively, associated with certain assets are accounted for as derivatives and are not designated in hedging relationships. Such derivatives are recorded at fair value based on prevailing currency and commodity exchange rates at the measurement date. Changes in the fair values of these derivatives are recognized in earnings as non-interest income during the period of change.\n\nPeriodically, the Company sells options to an unrelated bank or dealer for the right to purchase certain securities held within its investment portfolios (“covered call options”). These option transactions are designed primarily as an economic hedge to compensate for net interest margin compression by increasing the total return associated with holding the related securities as earning assets by using fee income generated from these options. These transactions are not designated in hedging relationships pursuant to accounting guidance and, accordingly, changes in fair values of these contracts, are reported in other non-interest income.\n\nThe Company periodically purchases options for the right to purchase securities not currently held within its investment portfolios or enters into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s mortgage servicing rights portfolio. The gain or loss associated with these derivative contracts are included in mortgage banking revenue.\n\nTrust Assets, Assets Under Management and Brokerage Assets\n\nAssets held in fiduciary or agency capacity for customers are not included in the consolidated financial statements as they are not assets of Wintrust or its subsidiaries. Fee income is recognized on an accrual basis and is included as a component of non-interest income.\n\nIncome Taxes\n\nWintrust and its subsidiaries file a consolidated Federal income tax return. Income tax expense is based upon income in the consolidated financial statements rather than amounts reported on the income tax return. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as an income tax benefit or income tax expense in the period that includes the enactment date.\n\nPositions taken in the Company’s tax returns may be subject to challenge by the taxing authorities upon examination. In accordance with applicable accounting guidance, uncertain tax positions are initially recognized in the financial statements when it is more likely than not the positions will be sustained upon examination by the tax authorities. Such tax positions are both initially and subsequently measured as the largest amount of tax benefit that is greater than 50% likely of being realized upon settlement with the tax authority, assuming full knowledge of the position and all relevant facts. Interest and penalties on income tax uncertainties are classified within income tax expense in the income statement.\n\nThe Company has elected to apply the deferral method for acquired investments that generate investment tax credits (“ITCs”). This includes solar tax credit investments. Under this approach, the ITCs are recorded as an offset to the related investment on the balance sheet, with credit amounts being recognized in earnings over the life of the investment within the same income or expense accounts as used for the investment.\n\nStock-Based Compensation Plans\n\nIn accordance with ASC 718, “Compensation — Stock Compensation,” compensation cost is measured as the fair value of the awards on their date of grant. A Black-Scholes model is utilized to estimate the fair value of stock options and a Monte-Carlo\n\n106\n\nsimulation model is used to estimate the fair value of performance awards with a market condition metric. The market price of the Company’s stock at the date of grant is used to estimate the fair value of time-vested restricted stock awards and performance awards with a performance metric. Compensation cost is recognized over the required service period, generally defined as the vesting period. For awards with graded vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award.\n\nAccounting guidance permits for the recognition of stock based compensation for the number of awards that are ultimately expected to vest. As a result, recognized compensation expense for stock options and restricted share awards is reduced for estimated forfeitures prior to vesting. Forfeitures rates are estimated for each type of award based on historical forfeiture experience. Estimated forfeitures will be reassessed in subsequent periods and may change based on new facts and circumstances. The Company issues new shares to satisfy option exercises and vesting of restricted shares.\n\nComprehensive Income\n\nComprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains and losses on available-for-sale debt securities, net of deferred taxes, changes in deferred unrealized gains and losses on investment securities transferred from available-for-sale debt securities to held-to-maturity debt securities, net of deferred taxes, adjustments related to cash flow hedges, net of deferred taxes, and foreign currency translation adjustments, net of deferred taxes. The Company has a policy for releasing the income tax effects from accumulated other comprehensive income using an individual security approach.\n\nStock Repurchases\n\nThe Company periodically repurchases shares of its outstanding common stock through open market purchases or other methods. Repurchased shares are recorded as treasury shares on the trade date using the treasury stock method, and the cash paid is recorded as treasury stock.\n\nForeign Currency Translation\n\nThe Company revalues assets and liabilities denominated in non-U.S. currencies into U.S. dollars at the end of each month using applicable exchange rates and revenue and expenses are revalued using a daily spot rate.\n\nGains and losses relating to translating functional currency financial statements for U.S. reporting are included in other comprehensive income. Gains and losses relating to the re-measurement of transactions to the functional currency are reported in the Consolidated Statements of Income.\n\nGoing Concern\n\nIn connection with preparing financial statements for each reporting period, the Company evaluates whether conditions or events, considered in the aggregate, exist that would raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the financial statements are issued. If substantial doubt exists, specific disclosures are required to be included in the Company's financial statements issued. Through its evaluation, the Company did not identify any conditions or events that would raise substantial doubt about the Company's ability to continue as a going concern within one year of the issuance of these consolidated financial statements.\n\nAccounting Pronouncements and Other Regulatory Rules Newly Adopted\n\nIncome Tax Disclosures\n\nIn December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” to enhance the transparency and decision usefulness of income tax disclosures. This ASU requires annually that all entities disclose increasingly disaggregated information on amount of income taxes paid. Further, this ASU requires annually that all public entities must disclose specific categories in the rate reconciliation and provide additional information for reconciling items that meet a specific quantitative threshold. The Company adopted ASU No. 2023-09 as of January 1, 2025 on a retrospective basis. Refer to Note (17) “Income Taxes” for further information regarding the adoption of this standard.\n\n107\n\nCompensation – Scope Application of Profits Interest and Similar Awards\n\nIn March 2024, the FASB issued ASU No. 2024-01, “Compensation – Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards” which clarifies the guidance by providing an illustrative example to demonstrate how an entity should apply the scope guidance in Topic 718 when determining whether profits interest and similar awards should be accounted for in accordance with Topic 718. The Company adopted ASU No. 2024-01 as of January 1, 2025. Adoption of this standard did not have a material impact on the Company’s consolidated financial statements.\n\n(2) Recent Accounting Pronouncements\n\nDisaggregation of Income Statement Expenses\n\nIn November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public business entities to disclose additional information about specific expense categories including employee compensation, depreciation, intangible asset amortization, etc., as well as qualitative descriptions of certain expenses, in the notes to the financial statements. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The guidance is to be applied either prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\nInduced Conversions of Convertible Debt Instruments\n\nIn November 2024, the FASB issued ASU No. 2024-04, “Debt – Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments” to clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. This guidance is effective for fiscal years beginning after December 15, 2025, including interim periods therein, and is to be applied either on a prospective basis or retrospective basis. Early adoption is permitted. Adoption of this standard is expected to have no impact on the Company’s consolidated financial statements.\n\nDetermining the Accounting Acquirer in the Acquisition of a Variable Interest Entity\n\nIn May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity” which requires an entity involved in an acquisition transaction affected by primarily exchanging equity interests when the legal acquirer is a variable interest entity that meets the definition of a business, to consider specific factors when determining which entity is the accounting acquirer. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and is to be applied on a prospective basis to any acquisition transaction that occurs after the initial application date. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\nMeasurement of Credit Losses for Accounts Receivable and Contract Assets\n\nIn July 2025, the FASB issued ASU No. 2025-05, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets” which provides public business entities with a practical expedient—and private companies an accounting policy election—when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic Accounting Standards Codification (“ASC”) 606. In developing reasonable and supportable forecasts—if an entity elects the practical expedient—it assumes that current conditions as of the balance sheet date do not change for the remaining life of the assets in scope. This guidance is effective for fiscal years beginning after December 15, 2025, including interim periods therein, and is to be applied prospectively for all entities that elect either the practical expedient or accounting policy election. Early adoption is permitted. Adoption of this standard will not impact the Company’s consolidated financial statements as the Company has decided not to elect the practical expedient.\n\nTargeted Improvements to the Accounting for Internal-Use Software\n\nIn September 2025, the FASB issued ASU No. 2025-06, “Intangibles – Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software” which removes all references to prescriptive and sequential software development stages, instead requiring capitalization of software costs when Management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function needed. This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods therein, and can be applied either prospectively, retrospectively, or through a modified transition approach.\n\n108\n\nEarly adoption is permitted at the beginning of an annual reporting period. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\nDerivatives Scope Refinements & Scope Clarification for Share-Based Noncash Consideration\n\nIn September 2025, the FASB issued ASU No. 2025-07, “Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract” which covers two separate issues. Issue 1 adds a scope exception to exclude from derivative accounting non-exchange-traded contracts with underlyings linked to the occurrence or nonoccurrence of an event. Issue 2 clarifies that entities should apply the guidance in ASC 606—on noncash consideration—to a contract with share-based noncash consideration from a customer for the transfer of goods or services. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and can be applied either on a prospective or modified retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\nCredit Losses - Purchased Loans\n\nIn November 2025, the FASB issued ASU No. 2025-08, “Financial Instruments - Credit Losses (Topic 326): Purchased Loans” which expands the population of acquired financial assets subject to the gross-up approach under Topic 326. Loans—excluding credit cards—acquired without credit deterioration and deemed “seasoned” are purchased seasoned loans and accounted for using the gross-up approach at acquisition. This guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and should be applied prospectively to loans that are acquired on or after the initial application date. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\nHedge Accounting Improvements\n\nIn November 2025, the FASB issued ASU No. 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements” which clarifies certain aspects of the guidance on hedge accounting and addresses several incremental hedge accounting issues arising from the global reference rate reform initiative. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2026, including interim periods therein, and should be applied on a prospective basis for all hedging relationships. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\nInterim Reporting Scope Improvements\n\nIn December 2025, the FASB issued ASU No. 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements” which clarifies interim disclosure requirements and the applicability of Topic 270, resulting in a comprehensive list of interim disclosures required by GAAP. For public business entities, this guidance is effective for fiscal years beginning after December 15, 2027, including interim periods therein, and can be applied either on a prospective or retrospective basis. Early adoption is permitted. The Company is currently evaluating the impact of adopting this new guidance on the consolidated financial statements.\n\n109\n\n(3) Investment Securities\n\nA summary of the available-for-sale and held-to-maturity investment securities portfolios presenting carrying amounts and gross unrealized gains and losses as of December 31, 2025 and 2024 is as follows:\n\n December 31, 2025December 31, 2024\n\n(In thousands)\nAmortized\nCostGross\nunrealized\ngainsGross\nunrealized\nlossesFair ValueAmortized\nCostGross\nunrealized\ngainsGross\nunrealized\nlossesFair Value\n\nAvailable-for-sale securities\n\nU.S. Treasury$6,999 $36 $— $7,035 $37,858 $49 $— $37,907 \n\nU.S. government agencies50,000 — (2,529)47,471 50,000 — (5,055)44,945 \n\nMunicipal162,373 1,643 (1,850)162,166 188,405 528 (4,340)184,593 \n\nCorporate notes:\n\nFinancial issuers79,000 — (2,704)76,296 83,997 — (3,828)80,169 \n\nOther1,000 — (1)999 1,000 — (7)993 \n\nMortgage-backed: (1)\n\nResidential mortgage-backed securities5,533,710 25,926 (402,953)5,156,683 4,106,641 284 (553,287)3,553,638 \n\nCommercial (multi-family) mortgage-baked securities280,969 570 (4,986)276,553 19,064 23 (755)18,332 \n\nCollateralized mortgage obligations521,430 2,305 (14,675)509,060 238,574 1,187 (18,856)220,905 \n\nTotal available-for-sale securities$6,635,481 $30,480 $(429,698)$6,236,263 $4,725,539 $2,071 $(586,128)$4,141,482 \n\nHeld-to-maturity securities\n\nU.S. government agencies$313,541 $— $(57,269)$256,272 $313,539 $— $(69,127)$244,412 \n\nMunicipal144,192 451 (2,012)142,631 161,016 243 (5,290)155,969 \n\nMortgage-backed: (1)\n\nResidential mortgage-backed securities2,667,371 7,503 (491,124)2,183,750 2,864,927 — (605,014)2,259,913 \n\nCommercial (multi-family) mortgage-backed securities6,293 72 (92)6,273 6,364 — (252)6,112 \n\nCollateralized mortgage obligations177,671 836 (16,989)161,518 211,023 815 (22,683)189,155 \n\nCorporate notes35,097 2 (396)34,703 56,851 8 (1,870)54,989 \n\nTotal held-to-maturity securities$3,344,165$8,864 $(567,882)$2,785,147$3,613,720$1,066 $(704,236)$2,910,550 \n\nLess: Allowance for credit losses(260)(457)\n\nHeld-to-maturity securities, net of allowance for credit losses$3,343,905 $3,613,263 \n\nEquity securities with readily determinable fair value $61,211 $6,318 $(3,759)$63,770 $220,758 $2,905 $(8,251)$215,412 \n\n(1)None of our mortgage-backed securities are subprime.\n\nEquity securities without readily determinable fair values totaled $68.5 million as of December 31, 2025 and $65.1 million as of December 31, 2024. Equity securities without readily determinable fair values are included as part of accrued interest receivable and other assets in the Company’s Consolidated Statements of Condition. The Company monitors its equity investments without readily determinable fair values to identify potential transactions that may indicate an observable price change in orderly transactions for the identical or a similar investment of the same issuer, requiring adjustment to its carrying amount. The Company recorded no upward adjustment and a downward adjustment of $20,000 related to such observable price changes in 2025. The Company recorded no adjustments related to such observable price changes in 2024. The Company conducts a quarterly assessment of its equity securities without readily determinable fair values to determine whether impairment exists in such equity securities, considering, among other factors, the nature of the securities, financial condition of the issuer and expected future cash flows. During the years ended December 31, 2025 and December 31, 2024, the Company recorded $2.1 million and $3.7 million, respectively, of impairment of equity securities without readily determinable fair values.\n\n110\n\nThe following tables present the portion of the Company’s available-for-sale investment securities portfolios which had gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position at December 31, 2025 and 2024, respectively:\n\n \n\nAs of December 31, 2025\nContinuous unrealized\nlosses existing for less\nthan 12 monthsContinuous unrealized\nlosses existing for\ngreater than 12 monthsTotal\n\n(In thousands)\nFair valueUnrealized\nlossesFair valueUnrealized\nlossesFair valueUnrealized\nlosses\n\nAvailable-for-sale securities\n\nU.S. government agencies$— $— $47,471 $(2,529)$47,471 $(2,529)\n\nMunicipal36,516 (142)37,288 (1,708)73,804 (1,850)\n\nCorporate notes:\n\nFinancial issuers— — 76,296 (2,704)76,296 (2,704)\n\nOther999 (1)— — 999 (1)\n\nMortgage-backed: (1)\n\nResidential mortgage-backed securities378,503 (5,976)2,145,980 (396,977)2,524,483 (402,953)\n\nCommercial (multi-family) mortgage backed securities215,561 (4,420)6,094 (566)221,655 (4,986)\n\nCollateralized mortgage obligations91,601 (123)63,696 (14,552)155,297 (14,675)\n\nTotal available-for-sale securities$723,180 $(10,662)$2,376,825 $(419,036)$3,100,005 $(429,698)\n\n(1)None of our mortgage-backed securities are subprime.\n\nAs of December 31, 2024\nContinuous unrealized\nlosses existing for less\nthan 12 monthsContinuous unrealized\nlosses existing for\ngreater than 12 monthsTotal\n\n(In thousands)\nFair valueUnrealized\nlossesFair valueUnrealized\nlossesFair valueUnrealized\nlosses\n\nAvailable-for-sale securities\n\nU.S. government agencies$44,945 $(5,055)$— $— $44,945 $(5,055)\n\nMunicipal52,344 (3,536)83,517 (804)135,861 (4,340)\n\nCorporate notes:\n\nFinancial issuers80,169 (3,828)— — 80,169 (3,828)\n\nOther993 (7)— — 993 (7)\n\nMortgage-backed: (1)\n\nMortgage-backed securities2,212,780 (519,164)1,327,534 (34,123)3,540,314 (553,287)\n\nCommercial (multi-family) mortgage backed securities3,134 (390)12,204 (365)15,338 (755)\n\nCollateralized mortgage obligations65,874 (18,841)7,428 (15)73,302 (18,856)\n\nTotal available-for-sale securities$2,460,239 $(550,821)$1,430,683 $(35,307)$3,890,922 $(586,128)\n\n(1)None of our mortgage-backed securities are subprime.\n\nThe Company conducts a regular assessment of its investment securities to determine whether securities are experiencing credit losses. Factors for consideration include the nature of the securities, credit ratings or financial condition of the issuer, the extent of the unrealized loss, expected cash flows, market conditions and the Company’s ability to hold the securities through the anticipated recovery period.\n\nThe Company does not consider available-for-sale securities with unrealized losses at December 31, 2025 to be experiencing credit losses and recognized no resulting allowance for credit losses for such individually assessed credit losses. The Company does not intend to sell these investments and it is more likely than not that the Company will not be required to sell these investments before recovery of the amortized cost bases, which may be the maturity dates of the securities. The unrealized losses within each category have occurred as a result of changes in interest rates, market spreads and market conditions subsequent to purchase. Available-for-sale securities with continuous unrealized losses existing for more than twelve months at December 31, 2025 were primarily mortgage-backed securities with unrealized losses due to increased market rates subsequent to the date the securities were purchased.\n\n111\n\nSee Note (5) “Allowance for Credit Losses” for further discussion regarding any credit losses associated with held-to-maturity securities at December 31, 2025.\n\nThe following table provides information as to the amount of gross gains and losses, adjustments and impairment on investment securities recognized in earnings and proceeds received through the sale or call of investment securities:\n\n Years Ended December 31,\n\n(In thousands)\n202520242023\n\nRealized gains on investment securities$5,852 $2,704 $1,136 \n\nRealized losses on investment securities(3,316)(276)(71)\n\nNet realized gains on investment securities2,536 2,428 1,065 \n\nUnrealized gains on equity securities with readily determinable fair value9,510 4,451 5,428 \n\nUnrealized losses on equity securities with readily determinable fair value(1,605)(5,751)(4,280)\n\nNet unrealized gains (losses) on equity securities with readily determinable fair value7,905 (1,300)1,148 \n\nDownward adjustments of equity securities without readily determinable fair values(20)— — \n\nImpairment of equity securities without readily determinable fair values(2,098)(3,730)(688)\n\nAdjustment and impairment, net, of equity securities without readily determinable fair values(2,118)(3,730)(688)\n\nGains (losses) on investment securities, net$8,323 $(2,602)$1,525 \n\nProceeds from sales of equity securities with readily determinable fair value$226,542 $51,792 $23,592 \n\nProceeds from sales and capital distributions of equity securities without readily determinable fair value1,421 2,226 67 \n\nNet gains/losses on investment securities resulted in income tax expense (benefit) of $2.2 million, $(676,520) and $403,000 in 2025, 2024 and 2023, respectively.\n\n112\n\nThe amortized cost and fair value of investment securities as of December 31, 2025 and December 31, 2024, by contractual maturity, are shown in the following table. Contractual maturities may differ from actual maturities as borrowers may have the right to call or repay obligations with or without call or prepayment penalties. Mortgage-backed securities are not included in the maturity categories in the following maturity summary as actual maturities may differ from contractual maturities because the underlying mortgages may be called or prepaid without penalties:\n\n \n\n December 31, 2025December 31, 2024\n\n(In thousands)\nAmortized\nCostFair ValueAmortized\nCostFair Value\n\nAvailable-for-sale securities\n\nDue in one year or less$47,978 $47,915 $89,578 $89,392 \n\nDue in one to five years143,352 141,123 157,883 153,325 \n\nDue in five to ten years80,561 79,672 89,125 84,240 \n\nDue after ten years27,481 25,257 24,674 21,650 \n\nMortgage-backed6,336,109 5,942,296 4,364,279 3,792,875 \n\nTotal available-for-sale securities$6,635,481 $6,236,263 $4,725,539 $4,141,482 \n\nHeld-to-maturity securities\n\nDue in one year or less$47,030 $46,630 $18,929 $18,658 \n\nDue in one to five years76,452 76,366 110,897 108,056 \n\nDue in five to ten years67,195 63,882 71,846 70,277 \n\nDue after ten years302,153 246,728 329,734 258,379 \n\nMortgage-backed2,851,335 2,351,541 3,082,314 2,455,180 \n\nTotal held-to-maturity securities$3,344,165 $2,785,147 $3,613,720 $2,910,550 \n\nLess: Allowance for credit losses(260)(457)\n\nHeld-to-maturity securities, net of allowance for credit losses$3,343,905 $3,613,263 \n\nAt December 31, 2025 and December 31, 2024, securities having a carrying value of $8.6 billion and $6.9 billion, respectively, were pledged as collateral for public deposits, trust deposits, FHLB advances, FRB discount window, securities sold under repurchase agreements, and derivatives. At December 31, 2025, there were no securities of a single issuer, other than U.S. government-sponsored agency securities, which exceeded 10% of shareholders’ equity.\n\n113\n\n(4) Loans\n\nThe following table shows the Company’s loan portfolio by category as of the dates shown:\n\n(Dollars in thousands)December 31, 2025December 31, 2024\n\nBalance:\n\nCommercial$17,044,686 $15,574,551 \n\nCommercial real estate13,940,736 12,903,944 \n\nHome equity480,525 445,028 \n\nResidential real estate4,317,232 3,612,765 \n\nPremium finance receivables—property & casualty8,183,416 7,272,042 \n\nPremium finance receivables—life insurance9,023,642 8,147,145 \n\nConsumer and other114,864 99,562 \n\nTotal loans, net of unearned income$53,105,101 $48,055,037 \n\nMix:\n\nCommercial32 %32 %\n\nCommercial real estate26 27 \n\nHome equity1 1 \n\nResidential real estate8 8 \n\nPremium finance receivables—property & casualty16 15 \n\nPremium finance receivables—life insurance17 17 \n\nConsumer and other0 0 \n\nTotal loans, net of unearned income100 %100 %\n\nThe Company’s loan portfolio is generally comprised of loans to consumers and small to medium-sized businesses, which, for the commercial and commercial real estate portfolios, are located primarily within the geographic market areas that the banks serve. Various niche lending businesses, including lease finance and franchise lending, operate on a national level. The premium finance receivables portfolios are made to customers throughout the United States and Canada. The Company strives to maintain a loan portfolio that is diverse in terms of loan type, industry, borrower and geographic concentrations. Such diversification reduces the exposure to economic downturns that may occur in different segments of the economy or in different industries.\n\nCertain premium finance receivables are recorded net of unearned income. The unearned income portions of such premium finance receivables were $268.6 million and $267.7 million at December 31, 2025 and 2024, respectively.\n\nTotal loans, excluding PCD loans, include net deferred loan fees and costs and fair value purchase accounting adjustments totaling $77.9 million at December 31, 2025 and $78.2 million at December 31, 2024.\n\nCertain real estate loans, including mortgage loans held-for-sale, commercial, consumer, and home equity loans with balances totaling approximately $28.3 billion and $23.7 billion at December 31, 2025 and 2024, respectively, were pledged as collateral to secure the availability of borrowings from certain federal agency banks. At December 31, 2025, approximately $16.0 billion of these pledged loans are included in a pledge of qualifying loans to the FHLB. The remaining $12.3 billion of pledged loans was used to secure potential borrowings at the FRB discount window. At December 31, 2025 and 2024, the banks had outstanding borrowings of $3.5 billion and $3.2 billion from the FHLB in connection with these collateral arrangements. See Note (11) “Federal Home Loan Bank Advances” for a summary of these borrowings.\n\nIt is the policy of the Company to review each prospective credit in order to determine the appropriateness and, when required, the adequacy of security or collateral necessary to obtain when making a loan. The type of collateral, when required, will vary from liquid assets to real estate. The Company seeks to assure access to collateral, in the event of default, through adherence to state lending laws and the Company’s credit monitoring procedures.\n\n(5) Allowance for Credit Losses\n\nIn accordance with ASC 326, the Company is required to measure the allowance for credit losses of financial assets with similar risk characteristics on a collective or pooled basis. In considering the segmentation of financial assets measured at amortized cost into pools, the Company considered various risk characteristics in its analysis. Generally, the segmentation utilized\n\n114\n\nrepresents the level at which the Company develops and documents its systematic methodology to determine the allowance for credit losses for the financial asset held at amortized cost, specifically the Company’s loan portfolio and debt securities classified as held-to-maturity. Below is a summary of the Company’s loan portfolio segments and major debt security types:\n\nCommercial loans: The Company makes commercial loans for many purposes, including working capital lines and leasing arrangements, that are generally renewable annually and supported by business assets, personal guarantees and additional collateral. Underlying collateral includes receivables, inventory, enterprise value and the assets of the business. Commercial business lending is generally considered to involve a slightly higher degree of risk than traditional consumer bank lending. This portfolio includes a range of industries, including manufacturing, restaurants, franchise, professional services, equipment finance and leasing, mortgage warehouse lending and industrial. Individually assessed collateral dependent commercial loans are primarily collateralized by equipment and the enterprise value or assets of the specific business.\n\nCommercial real estate loans, including construction and development, and non-construction: The Company’s commercial real estate loans are generally secured by a first mortgage lien and assignment of rents on the underlying property (utilized in related assessment of individually assessed collateral dependent loans). Since most of the Company’s bank branches are located in the Chicago metropolitan area, southern Wisconsin, and west Michigan, a significant portion of the Company’s commercial real estate loan portfolio is located in this region. As the risks and circumstances of such loans in construction phase vary from that of non-construction commercial real estate loans, the Company assesses the allowance for credit losses separately for these two segments.\n\nHome equity loans: The Company’s home equity loans and lines of credit are primarily originated by each of the bank subsidiaries in their local markets where there is a strong understanding of the underlying real estate value. The Company’s banks monitor and manage these loans, and conduct an automated review of all home equity lines of credit at least twice per year. This review collects FICO and Bankruptcy scores for each home equity borrower and identifies situations where the credit strength of the borrower is declining. When other specific events occur that may influence repayment, information such as tax liens or judgments is collected. The bank subsidiaries use this information to manage loans that may be higher risk and to determine whether to obtain additional credit information or updated property valuations. In a limited number of cases, the Company may issue home equity credit together with first mortgage financing, and requests for such financing are evaluated on a combined basis.\n\nResidential real estate loans, including early buy-out loans guaranteed by U.S. government agencies: The Company’s residential real estate portfolio includes one- to four-family adjustable rate mortgages, construction loans to individuals and bridge financing loans for qualifying customers as well as certain long-term fixed rate loans. The Company’s residential mortgages relate to properties located principally in the Chicago metropolitan area, California, southern Wisconsin, Florida and west Michigan. Due to interest rate risk considerations, the Company generally sells in the secondary market loans originated with long-term fixed rates, for which we receive fee income. The Company also selectively retains certain of these loans within the banks’ own loan portfolios where they are non-agency conforming, or where the terms of the loans make them favorable to retain. Since this loan portfolio consists primarily of locally originated loans, and since the majority of the borrowers are longer-term customers with lower LTV ratios, the Company may face a relatively low risk of borrower default and delinquency. Collateral dependent residential real estate loans that are individually assessed when measuring the allowance for credit losses are primarily collateralized by such one-to-four family properties noted above. It is not the Company’s current practice to underwrite, and there are no plans to underwrite subprime, Alt A, no or little documentation loans, or option ARM loans.\n\nAdditionally, early buy-out loans guaranteed by U.S. government agencies include loans in which the Company is eligible or has exercised its option under the Government National Mortgage Association (“GNMA”) securitization program to repurchase certain delinquent mortgage loans. Such loans were previously transferred by the Company with servicing of such loans retained. Early buy-out loans are insured or guaranteed by the Federal Housing Administration (“FHA”) or the U.S. Department of Veterans Affairs, subject to indemnifications and insurance limits for certain loans.\n\nPremium finance receivable-property & casualty: The Company makes loans to finance insurance premiums related to property and casualty insurance policies. The loans are indirectly originated by working through independent insurance agents and brokers located throughout the United States and Canada. The insurance premiums financed are primarily for commercial customers’ purchases of liability, property and casualty and other commercial insurance. This lending involves relatively rapid turnover of the loan portfolio and high volume of loan originations. The Company performs ongoing credit and other reviews of the agents and brokers, and performs various internal audit steps to mitigate against the risk of fraud.\n\nPremium finance receivable-life insurance: The Company also originates life insurance premium finance receivables. These loans are originated via referrals from life insurance carriers, independent insurance agents, financial advisors and legal counsel. The life insurance policy is the primary form of collateral. In addition, these loans often are secured with a letter of credit,\n\n115\n\nmarketable securities or certificates of deposit. In some cases, the Company may make a loan that has a partially unsecured position.\n\nConsumer and other loans: Included in the consumer and other loan category is a wide variety of personal and consumer loans to individuals. The Company originates consumer loans in order to provide a wider range of financial services to its customers. Consumer loans generally have shorter terms and higher interest rates than mortgage loans but generally involve more credit risk than mortgage loans due to the type and nature of the collateral.\n\nU.S. government agency securities: This security type includes debt obligations of certain government-sponsored entities of the U.S. government such as the Federal Home Loan Bank, Federal Agricultural Mortgage Corporation, Federal Farm Credit Banks Funding Corporation and Fannie Mae. Such securities often contain an explicit or implicit guarantee of the U.S. government.\n\nMunicipal securities: The Company’s municipal securities portfolio includes bond issues for various municipal government entities located throughout the United States, including the Chicago metropolitan area, southern Wisconsin and west Michigan, some of which are privately placed and non-rated. Though the risk of loss is typically low, default history exists on municipal securities within the United States.\n\nMortgage-backed securities: This security type includes debt obligations supported by pools of individual mortgage loans and issued by certain government-sponsored entities of the U.S. government such as Freddie Mac and Fannie Mae. Such securities are considered to contain an implicit guarantee of the U.S. government.\n\nCorporate notes: The Company’s corporate notes portfolio includes bond issues for various public companies representing a diversified population of industries. The risk of loss in this portfolio is considered low based on the characteristics of the investments.\n\nIn accordance with ASC 326, the Company elected to not measure an allowance for credit losses on accrued interest. As such, accrued interest is written off in a timely manner when deemed uncollectible. Any such write-off of accrued interest will reverse previously recognized interest income. In addition, the Company elected to not include accrued interest within presentation and disclosures of the carrying amount of financial assets held at amortized cost. This election is applicable to the various disclosures included within the Company’s financial statements. Accrued interest related to financial assets held at amortized cost is included within accrued interest receivable and other assets within the Company’s Consolidated Statements of Condition and totaled $312.2 million at December 31, 2025 and $332.8 million at December 31, 2024.\n\nThe tables below show the aging of the Company’s loan portfolio by the segmentation noted above at December 31, 2025 and 2024.\n\n \n\nAs of December 31, 2025\n\n(In thousands)\nNonaccrual90+ days\nand still\naccruing60-89\ndays past\ndue30-59\ndays past\ndueCurrentTotal Loans\n\nLoan Balances (includes PCD):\n\nCommercial$78,059 $— $22,952 $90,205 $16,853,470 $17,044,686 \n\nCommercial real estate:\n\nConstruction and development2,976 — 1,260 13,456 2,391,890 2,409,582 \n\nNon-construction22,171 — 18,269 52,145 11,438,569 11,531,154 \n\nHome equity1,221 — 1,112 2,818 475,374 480,525 \n\nResidential real estate loans, excluding early buy-out loans32,862 — 7,562 24,908 4,106,107 4,171,439 \n\nPremium finance receivables—property & casualty29,354 19,115 29,294 57,685 8,047,968 8,183,416 \n\nPremium finance receivables—life insurance— — 13,887 22,806 8,986,949 9,023,642 \n\nConsumer and other8 42 466 643 113,705 114,864 \n\nTotal loans, net of unearned income, excluding early buy-out loans$166,651 $19,157 $94,802 $264,666 $52,414,032 $52,959,308 \n\nEarly buy-out loans guaranteed by U.S. government agencies (1)\n— 53,848 204 1,316 90,425 145,793 \n\nTotal loans, net of unearned income$166,651 $73,005 $95,006 $265,982 $52,504,457 $53,105,101 \n\n116\n\nAs of December 31, 2024\n\n(In thousands)\nNonaccrual90+ days\nand still\naccruing60-89\ndays past\ndue30-59\ndays past\ndueCurrentTotal Loans\n\nLoan Balances (includes PCD):\n\nCommercial$73,490 $104 $54,844 $92,551 $15,353,562 $15,574,551 \n\nCommercial real estate\n\nConstruction and development2,282 — 1,339 4,634 2,425,826 2,434,081 \n\nNon-construction18,760 — 9,182 26,132 10,415,789 10,469,863 \n\nHome equity1,117 — 1,233 2,148 440,530 445,028 \n\nResidential real estate loans, excluding early buy-out loans23,762 — 5,708 18,917 3,407,622 3,456,009 \n\nPremium finance receivables—property & casualty28,797 16,031 19,042 68,219 7,139,953 7,272,042 \n\nPremium finance receivables—life insurance6,431 — 72,963 36,405 8,031,346 8,147,145 \n\nConsumer and other2 47 59 882 98,572 99,562 \n\nTotal loans, net of unearned income, excluding early buy-out loans$154,641 $16,182 $164,370 $249,888 $47,313,200 $47,898,281 \n\nEarly buy-out loans guaranteed by U.S. government agencies (1)\n— 33,952 618 2,335 119,851 156,756 \n\nTotal loans, net of unearned income$154,641 $50,134 $164,988 $252,223 $47,433,051 $48,055,037 \n\n(1)Early buy-out loans are insured or guaranteed by the FHA or the U.S. Department of Veterans Affairs, subject to indemnifications and insurance limits for certain loans.\n\nCredit Quality Indicators\n\nCredit quality indicators, specifically the Company’s internal risk rating systems, reflect how the Company monitors credit losses and represents factors used by the Company when measuring the allowance for credit losses. The following discusses the Company’s credit quality indicators by financial asset.\n\nLoan portfolios\n\nThe Company’s ability to manage credit risk depends in large part on its ability to properly identify and manage problem loans. To do so, the Company operates a credit risk rating system under which credit management personnel assign a credit risk rating (1 to 10 rating, with higher scores indicating higher risk) to each loan at the time of origination and review loans on a regular basis. For loans measured at amortized cost, these credit risk ratings are also an important aspect of the Company’s allowance for credit losses measurement methodology. The credit risk rating structure and classifications are shown below:\n\nPass (risk rating 1 to 5): Based on various factors (liquidity, leverage, etc.), the Company believes asset quality is acceptable and is deemed to not require additional monitoring by the Company.\n\nSpecial mention (risk rating 6): Assets in this category are currently protected, potentially weak, but not to the point of substandard classification. Loss potential is moderate if corrective action is not taken.\n\nSubstandard accrual (risk rating 7): Assets in this category have well defined weaknesses that jeopardize the liquidation of the debt. Loss potential is distinct but with no discernible impairment.\n\nSubstandard nonaccrual/doubtful (risk rating 8 and 9): Assets have all the weaknesses in those classified “substandard accrual” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current existing facts, conditions, and values, improbable.\n\nLoss/fully charged-off (risk rating 10): Assets in this category are considered fully uncollectible. As such, these assets have no carrying balance on the Company's Consolidated Statements of Condition.\n\nEarly buy-out loans guaranteed by U.S. government agencies: These loans are measured at fair value and thus excluded from the measurement of the allowance for credit losses. Credit risk rating assigned to such loans are considered in the measurement\n\n117\n\nof fair value as well as related guarantees provided by the FHA or the U.S. Department of Veterans Affairs, subject to indemnifications and insurance limits for certain loans.\n\nGenerally, each loan officer is responsible for monitoring his or her loan portfolio, recommending a credit risk rating for each loan in his or her portfolio and ensuring the credit risk ratings are appropriate. These credit risk ratings are then ratified by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors including: a borrower’s financial strength, cash flow coverage, collateral protection and guarantees.\n\nThe Company’s Problem Loan Reporting system includes all such loans described above with credit risk ratings of 6 through 9. This system is designed to provide an on-going detailed tracking mechanism for each problem loan. Once management determines that a loan has deteriorated to a point where it has a credit risk rating of 6 or worse, the Company’s Managed Asset Division performs an overall credit and collateral review. As part of this review, all underlying collateral is identified and the valuation methodology is analyzed and tracked. As a result of this initial review by the Company’s Managed Asset Division, the credit risk rating is reviewed and a portion of the outstanding loan balance may be deemed uncollectible and, as a result, no longer share similar risk characteristics as its related pool. If that is the case, the individual loan is considered collateral dependent and individually assessed for an allowance for credit loss. The Company’s individual assessment utilizes an independent re-appraisal of the collateral (unless such a third-party evaluation is not possible due to the unique nature of the collateral, such as a closely-held business or thinly traded securities). In the case of commercial real estate collateral, an independent third party appraisal is ordered by the Company’s Real Estate Services Group to determine if there has been any change in the underlying collateral value. These independent appraisals are reviewed by the Real Estate Services Group and sometimes by independent third party valuation experts and may be adjusted depending upon market conditions.\n\nThrough the credit risk rating process, such loans are reviewed to determine if they are performing in accordance with the original contractual terms. If the borrower has failed to comply with the original contractual terms, further action may be required by the Company, including a downgrade in the credit risk rating, movement to non-accrual status or a charge-off. If the Company determines that a loan amount or portion thereof is uncollectible, the loan’s credit risk rating is immediately downgraded to an 8 or 9 and the uncollectible amount is charged off. Any loan that has a partial charge-off continues to be assigned a credit risk rating of an 8 or 9 for the duration of time that a balance remains outstanding. The Company undertakes a thorough and ongoing analysis to determine if additional impairment and/or charge-offs are appropriate and to begin a workout plan for the credit to minimize actual losses. In determining the appropriate charge-off for collateral-dependent loans, the Company considers the results of appraisals for the associated collateral.\n\nThe table below shows the Company’s loan portfolio by credit quality indicator and year of origination at December 31, 2025:\n\nAs of December 31, 2025\nYear of OriginationRevolvingTotal\n\n(In thousands)20252024202320222021PriorRevolvingto TermLoans\n\nLoan Balances:\n\nCommercial, industrial and other\n\nPass$3,720,058 $2,692,642 $1,604,743 $1,059,564 $775,585 $1,086,890 $5,557,016 $43,490 $16,539,988 \n\nSpecial mention31,571 31,629 34,593 12,766 11,067 34,746 120,913 767 278,052 \n\nSubstandard accrual7,477 23,517 25,706 21,069 20,639 3,322 45,083 1,774 148,587 \n\nSubstandard nonaccrual/doubtful5,006 6,635 6,196 28,155 25,238 3,101 2,094 1,634 78,059 \n\nTotal commercial, industrial and other$3,764,112 $2,754,423 $1,671,238 $1,121,554 $832,529 $1,128,059 $5,725,106 $47,665 $17,044,686 \n\nConstruction and development\n\nPass$360,765 $603,682 $520,694 $524,644 $28,674 $104,220 $13,947 $824 $2,157,450 \n\nSpecial mention— — 49,398 131,923 — 15,736 — — 197,057 \n\nSubstandard accrual— — 13,748 18,996 — 15,382 3,973 — 52,099 \n\nSubstandard nonaccrual/doubtful— — 750 1,321 — 905 — — 2,976 \n\nTotal construction and development$360,765 $603,682 $584,590 $676,884 $28,674 $136,243 $17,920 $824 $2,409,582 \n\nNon-construction\n\nPass$2,279,126 $1,341,928 $1,207,171 $1,741,249 $1,261,008 $3,104,804 $202,614 $1,947 $11,139,847 \n\nSpecial mention2,059 841 62,563 56,882 6,109 45,720 1,414 — 175,588 \n\nSubstandard accrual— 18,738 29,242 54,800 54,390 34,571 1,807 — 193,548 \n\nSubstandard nonaccrual/doubtful— — 4,471 305 — 17,395 — — 22,171 \n\nTotal non-construction$2,281,185 $1,361,507 $1,303,447 $1,853,236 $1,321,507 $3,202,490 $205,835 $1,947 $11,531,154 \n\nHome equity\n\nPass$— $223 $197 $144 $277 $13,241 $439,150 $11,928 $465,160 \n\nSpecial mention— 60 100 219 — 2,190 5,941 155 8,665 \n\n118\n\nSubstandard accrual— — 15 19 91 3,051 2,268 35 5,479 \n\nSubstandard nonaccrual/doubtful— — — 188 129 904 — — 1,221 \n\nTotal home equity$— $283 $312 $570 $497 $19,386 $447,359 $12,118 $480,525 \n\nResidential real estate\n\nEarly buy-out loans guaranteed by U.S. government agencies$746 $8,415 $9,087 $7,468 $6,250 $113,827 $— $— $145,793 \n\nPass1,118,444 726,637 395,578 748,133 705,103 409,071 — — 4,102,966 \n\nSpecial mention506 2,020 6,167 5,020 3,008 7,423 — — 24,144 \n\nSubstandard accrual28 135 813 3,821 2,806 3,864 — — 11,467 \n\nSubstandard nonaccrual/doubtful266 3,738 6,021 9,501 5,732 7,604 — — 32,862 \n\nTotal residential real estate$1,119,990 $740,945 $417,666 $773,943 $722,899 $541,789 $— $— $4,317,232 \n\nPremium finance receivables - property & casualty\n\nPass$8,012,676 $22,018 $1,595 $559 $686 $— $— $— $8,037,534 \n\nSpecial mention102,258 1,039 19 — — — — — 103,316 \n\nSubstandard accrual12,811 399 — 1 1 — — — 13,212 \n\nSubstandard nonaccrual/doubtful24,836 4,499 16 2 1 — — — 29,354 \n\nTotal premium finance receivables - property & casualty$8,152,581 $27,955 $1,630 $562 $688 $— $— $— $8,183,416 \n\nPremium finance receivables - life\n\nPass$592,387 $786,884 $547,682 $767,847 $1,091,295 $5,237,547 $— $— $9,023,642 \n\nSpecial mention— — — — — — — — — \n\nSubstandard accrual— — — — — — — — — \n\nSubstandard nonaccrual/doubtful— — — — — — — — — \n\nTotal premium finance receivables - life$592,387 $786,884 $547,682 $767,847 $1,091,295 $5,237,547 $— $— $9,023,642 \n\nConsumer and other\n\nPass$5,905 $2,095 $1,707 $258 $588 $24,935 $78,989 $— $114,477 \n\nSpecial mention102 15 30 82 — 108 13 — 350 \n\nSubstandard accrual2 6 — — — 12 9 — 29 \n\nSubstandard nonaccrual/doubtful— 8 — — — — — — 8 \n\nTotal consumer and other$6,009 $2,124 $1,737 $340 $588 $25,055 $79,011 $— $114,864 \n\nTotal loans\n\nEarly buy-out loans guaranteed by U.S. government agencies$746 $8,415 $9,087 $7,468 $6,250 $113,827 $— $— $145,793 \n\nPass16,089,361 6,176,109 4,279,367 4,842,398 3,863,216 9,980,708 6,291,716 58,189 51,581,064 \n\nSpecial mention136,496 35,604 152,870 206,892 20,184 105,923 128,281 922 787,172 \n\nSubstandard accrual20,318 42,795 69,524 98,706 77,927 60,202 53,140 1,809 424,421 \n\nSubstandard nonaccrual/doubtful30,108 14,880 17,454 39,472 31,100 29,909 2,094 1,634 166,651 \n\nTotal loans$16,277,029 $6,277,803 $4,528,302 $5,194,936 $3,998,677 $10,290,569 $6,475,231 $62,554 $53,105,101 \n\nGross write offs\n\nThree months ended December 31, 2025$8,981 $1,616 $1,711 $2,311 $5,954 $6,503 $— $— $27,076 \n\nTwelve months ended December 31, 202517,690 16,913 6,957 10,440 20,147 19,719 — — 91,866 \n\nHeld-to-maturity debt securities\n\nThe Company conducts an assessment of its investment securities, including those classified as held-to-maturity, at the time of purchase and on at least an annual basis to ensure such investment securities remain within appropriate levels of risk and continue to perform satisfactorily in fulfilling its obligations. The Company considers, among other factors, the nature of the securities and credit ratings or financial condition of the issuer. If available, the Company obtains a credit rating for issuers from a Nationally Recognized Statistical Rating Organization (“NRSRO”) for consideration. If no such rating is available for an issuer, the Company performs an internal rating based on the scale utilized within the loan portfolio as discussed above. For purposes of the table below, the Company has converted any issuer rating from an NRSRO into the Company’s internal ratings based on Investment Policy and review by the Company’s management.\n\n119\n\nAs of December 31, 2025\nYear of OriginationTotal\n\n(In thousands)20252024202320222021PriorBalance\n\nAmortized Cost Balances:\n\nU.S. government agencies\n\n1-4 internal grade$— $— $— $135,000 $147,830 $30,711 $313,541 \n\n5-7 internal grade— — — — — — — \n\n8-10 internal grade— — — — — — — \n\nTotal U.S. government agencies$— $— $— $135,000 $147,830 $30,711 $313,541 \n\nMunicipal\n\n1-4 internal grade$— $— $4,092 $1,027 $6,718 $130,468 $142,305 \n\n5-7 internal grade— — — — — 1,887 1,887 \n\n8-10 internal grade— — — — — — — \n\nTotal municipal$— $— $4,092 $1,027 $6,718 $132,355 $144,192 \n\nMortgage-backed securities\n\n1-4 internal grade$— $— $273,577 $480,317 $2,097,441 $— $2,851,335 \n\n5-7 internal grade— — — — — — — \n\n8-10 internal grade— — — — — — — \n\nTotal mortgage-backed securities$— $— $273,577 $480,317 $2,097,441 $— $2,851,335 \n\nCorporate notes\n\n1-4 internal grade$— $— $— $4,973 $— $30,124 $35,097 \n\n5-7 internal grade— — — — — — — \n\n8-10 internal grade— — — — — — — \n\nTotal corporate notes$— $— $— $4,973 $— $30,124 $35,097 \n\nTotal held-to-maturity securities$3,344,165 \n\nLess: Allowance for credit losses(260)\n\nHeld-to-maturity securities, net of allowance for credit losses$3,343,905 \n\nMeasurement of Allowance for Credit Losses\n\nThe Company’s allowance for credit losses consists of the allowance for loan losses, the allowance for unfunded commitment losses and the allowance for held-to-maturity debt security losses. In accordance with ASC 326, the Company measures the allowance for credit losses at the time of origination or purchase of a financial asset, representing an estimate of lifetime expected credit losses on the related asset. When developing its estimate, the Company considers available information relevant to assessing the collectability of cash flows, from both internal and external sources. Historical credit loss experience is one input in the estimation process as well as inputs relevant to current conditions and reasonable and supportable forecasts. In considering past events, the Company considers the relevance, or lack thereof, of historical information due to changes in such things as financial asset underwriting or collection practices, and changes in portfolio mix due to changing business plans and strategies. In considering current conditions and forecasts, the Company considers both the current economic environment and the forecasted direction of the economic environment with emphasis on those factors deemed relevant to or driving changes in expected credit losses. As significant judgment is required, the review of the appropriateness of the allowance for credit losses is performed quarterly by various committees with participation by the Company’s executive management.\n\nDecember 31,December 31,\n\n(In thousands)20252024\n\nAllowance for loan losses$379,283 $364,017 \n\nAllowance for unfunded lending-related commitments losses80,922 72,586 \n\nAllowance for loan losses and unfunded lending-related commitments losses460,205 436,603 \n\nAllowance for held-to-maturity securities losses260 457 \n\nAllowance for credit losses$460,465 $437,060 \n\nThe allowance for credit losses is measured on a collective or pooled basis when similar risk characteristics exist, based upon the segmentation discussed above. The Company utilizes modeling methodologies that estimate lifetime credit loss rates on each pool. These methodologies include estimating the probability of default and loss given default on the commercial and commercial real estate segments, using the weighted-average remaining maturity methodology for the residential real estate, home equity, and consumer segments, and utilizing an assumption-based approach focusing on historical loss rates for the premium finance receivables segments. Historical credit loss history is adjusted for reasonable and supportable forecasts developed by the Company on a quantitative or qualitative basis and incorporates third party economic forecasts. Reasonable and supportable forecasts consider the macroeconomic factors that are most relevant to evaluating and predicting expected credit losses in the Company's financial assets. Currently, the Company utilizes an eight quarter forecast period using a single\n\n120\n\nmacroeconomic scenario provided by a third party and reviewed within the Company's governance structure. For periods beyond the ability to develop reasonable and supportable forecasts, the Company reverts to historical loss rates at an input level, straight-line over a four quarter reversion period. Expected credit losses are measured over the contractual term of the financial asset with consideration of expected prepayments. Expected extensions, renewals or modifications of the financial asset are considered when the expected extension, renewal or modification is contained within the existing agreement and is not unconditionally cancelable. The methodologies discussed above are applied to both current asset balances on the Company's Consolidated Statements of Condition and off-balance sheet commitments (i.e. unfunded lending-related commitments).\n\nAssets that do not share similar risk characteristics with a pool are assessed for the allowance for credit losses on an individual basis. These typically include assets experiencing financial difficulties, including assets rated as substandard nonaccrual and doubtful. If foreclosure is probable or the asset is considered collateral-dependent, expected credit losses are measured based upon the fair value of the underlying collateral, adjusted for selling costs, if appropriate. Underlying collateral across the Company’s segments consist primarily of real estate, land and construction assets, as well as general business assets of the borrower. As of December 31, 2025, excluding loans carried at fair value, substandard nonaccrual loans totaling $72.9 million in carrying balance had no related allowance for credit losses.\n\nThe Company does not measure an allowance for credit losses on accrued interest receivable balances because these balances are written off in a timely manner as a reduction to interest income when assets are placed on nonaccrual status.\n\n121\n\nLoan portfolios\n\nA summary of the activity in the allowance for credit losses by loan portfolio (i.e. allowance for loan losses and allowance for unfunded commitment losses) for the years ended December 31, 2025 and 2024 is as follows:\n\n \n\nYear Ended \n\nDecember 31, 2025\n\n(In thousands)\nCommercialCommercial\nReal EstateHome\nEquityResidential\nReal EstatePremium\nFinance\nReceivableConsumer\nand OtherTotal\nLoans\n\nAllowance for credit losses at beginning of period$175,837 $222,856 $8,943 $10,335 $17,820 $812 436,603 \n\nOther adjustments— — — 167 — 167 \n\nCharge-offs(50,361)(11,934)(138)(26)(28,704)(703)(91,866)\n\nRecoveries5,080 267 378 140 13,556 130 19,551 \n\nProvision for credit losses - other47,989 35,744 1,219 2,070 8,172 556 95,750 \n\nAllowance for credit losses at period end$178,545 $246,933 $10,402 $12,519 $11,011 $795 $460,205 \n\nBy measurement method:\n\nIndividually evaluated for impairment$19,054 $4,890 $— $120 $8 $24,072 \n\nCollectively evaluated for impairment159,491 242,043 10,402 12,399 11,011 787 436,133 \n\nLoans at period end:\n\nIndividually evaluated for impairment$78,059 $25,147 $1,221 $32,774 $— $8 $137,209 \n\nCollectively evaluated for impairment16,966,627 13,915,589 479,304 4,132,868 17,207,058 114,856 52,816,302 \n\nLoans held at fair value— — — 151,590 — — 151,590 \n\nYear Ended \n\nDecember 31, 2024\n\n(In thousands)\nCommercialCommercial\nReal EstateHome\nEquityResidential\nReal EstatePremium\nFinance\nReceivableConsumer\nand OtherTotal\nLoans\n\nAllowance for credit losses at beginning of period$169,604 $223,853 $7,116 $13,133 $13,069 $490 $427,265 \n\nOther adjustments — — — — (207)— (207)\n\nCharge-offs(48,864)(22,127)(74)(175)(37,519)(587)(109,346)\n\nRecoveries2,853 323 359 15 11,313 87 14,950 \n\nProvision for credit losses47,439 9,164 196 (3,337)31,164 764 85,390 \n\nProvision for credit losses - Day 1 on non-PCD assets acquired during the period2,967 10,540 1,344 638 — 58 15,547 \n\nInitial allowance for credit losses recognized on PCD assets acquired during the period1,838 1,103 2 61 — — 3,004 \n\nAllowance for loan losses at period end$175,837 $222,856 $8,943 $10,335 $17,820 $812 436,603 \n\nBy measurement method:\n\nIndividually evaluated for impairment$27,894 $6,768 $50 $44 $— $1 $34,757 \n\nCollectively evaluated for impairment147,943 216,088 8,893 10,291 17,820 811 401,846 \n\nLoans at period end:\n\nIndividually evaluated for impairment$73,490 $21,042 $1,117 $23,674 $— $2 $119,325 \n\nCollectively evaluated for impairment15,501,061 12,882,902 443,911 3,430,296 15,419,187 99,560 47,776,917 \n\nLoan held at fair value— — — 158,795 — — 158,795 \n\nFor the year ended December 31, 2025, the Company recognized an approximately $95.8 million provision for credit losses related to loans and lending agreements. Excluding acquisitions in 2024, the increased provision compared to December 31, 2024 was primarily the result of loan growth across the various portfolios coupled with slight deterioration in the Company’s macroeconomic forecasts related to the key model input of Commercial Real Estate Price Index, partially offset by improvement in the key model input of Baa Credit Spreads. While uncertainties remain regarding expected economic performance, macroeconomic forecasts as of December 31, 2025 assume that the impact of those uncertainties is less severe compared to that assumed at December 31, 2024. Other key drivers of provision for credit losses in these portfolios include, but are not limited to, loan risk rating migration, qualitative overlays, and net charge-offs in 2025 which totaled $72.3 million.\n\n122\n\nHeld-to-maturity debt securities\n\nThe allowance for credit losses on the Company’s held-to-maturity debt securities is presented as a reduction to the amortized cost basis of held-to-maturity securities on the Company’s Consolidated Statements of Condition. For the years ended December 31, 2025 and December 31, 2024, the Company recognized approximately $(196,000) and $110,000, respectively, of provision for credit losses related to held-to-maturity securities. At December 31, 2025 and December 31, 2024, the Company did not identify any held-to-maturity debt securities within its portfolio that would require a charge-off.\n\nLoan Modifications to Borrowers Experiencing Financial Difficulties\n\nThe Company’s approach to restructuring or modifying loans is built on its credit risk rating system, which requires credit management personnel to assign a credit risk rating to each loan. In each case, the loan officer is responsible for recommending a credit risk rating for each loan and ensuring the credit risk ratings are appropriate. These credit risk ratings are then reviewed and approved by the bank’s chief credit officer and/or concurrence credit officer. Credit risk ratings are determined by evaluating a number of factors, including a borrower’s financial strength, cash flow coverage, collateral protection and guarantees. The Company’s credit risk rating scale is one through ten with higher scores indicating higher risk. In the case of loans rated six or worse following modification, the Company’s Managed Assets Division evaluates the loan and the credit risk rating and determines that the loan has been restructured to be reasonably assured of repayment and of performance according to the modified terms and is supported by a current, well-documented credit assessment of the borrower’s financial condition and prospects for repayment under the revised terms. Based on the Company’s credit risk rating system, it considers that borrowers whose credit risk rating is 5 or better are not experiencing financial difficulties.\n\nRestructurings may arise when, due to financial difficulties experienced by the borrower, the Company obtains through physical possession one or more collateral assets in satisfaction of all or part of an existing credit. Once possession is obtained, the Company reclassifies the appropriate portion of the remaining balance of the credit from loans to other real estate owned (“OREO”), which is included within other assets in the Consolidated Statements of Condition. For any residential real estate property collateralizing a consumer mortgage loan, the Company is considered to possess the related collateral only if legal title is obtained upon completion of foreclosure, or the borrower conveys all interest in the residential real estate property to the Company through completion of a deed in lieu of foreclosure or similar legal agreement. At December 31, 2025, the Company had no foreclosed residential real estate properties included within OREO. Further, the recorded investment in residential mortgage loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $69.2 million and $38.2 million at December 31, 2025 and 2024, respectively.\n\nThe tables below presents a summary of the balance immediately following the modification of loans to borrowers experiencing financial difficulties during the years ended December 31, 2025 and 2024:\n\nYear Ended\n\nDecember 31, 2025\n\n(Dollars in thousands)\nTotal Percentage of Total Class of LoanExtension of Term Reduction of \nInterest\nRate Interest Only\nPaymentsDelay in Contractual Payments Extension of Term and Reduction of Interest Rate\n\nCommercial$38,113 0.5 %$14,883 $8 $501 $22,043 $678 \n\nCommercial real estate\n\nNon-construction 358 0.0 358 — — — — \n\nHome equity121 0.0 — — — — 121 \n\nResidential real estate1,876 0.0 568 271 — 238 799 \n\nTotal loans$40,468 0.1 %$15,809 $279 $501 $22,281 $1,598 \n\n123\n\nWeighted Average Magnitude of Modifications:\n\nYear Ended December 31, 2025\n\n(Dollars in thousands)\nTotalDuration of Extension of Term (months)Reduction of \nInterest\nRate (bps)Duration of Delay in Contractual Payments (months)\n\nCommercial$38,113 13156 3\n\nCommercial real estate\n\nNon-construction358 22— — \n\nHome equity121 12125 —\n\nResidential real estate1,876 49131 483\n\nTotal loans$40,468 17140 8\n\nYear Ended\n\nDecember 31, 2024\n\n(Dollars in thousands)\nTotalPercentage of Total Class of LoanExtension of TermReduction of \nInterest\nRateInterest Only\nPaymentsDelay in Contractual PaymentsExtension of Term and Reduction of Interest Rate\n\nCommercial$11,531 0.1 %$9,516 $9 $17 $81 $1,908 \n\nCommercial real estate\n\nConstruction and development701 0.0 701 — — — — \n\nNon-construction813 0.0 493 — 320 — — \n\nHome equity86 0.0 86 — — — — \n\nResidential real estate166 0.0 — 166 — — — \n\nPremium finance receivables—property & casualty1,226 0.0 96 1,103 — — 27 \n\nTotal loans$14,523 0.0 %$10,892 $1,278 $337 $81 $1,935 \n\nWeighted Average Magnitude of Modifications:\n\nYear Ended December 31, 2024\n\n(Dollars in thousands)\nTotalDuration of Extension of Term (months)Reduction of \nInterest\nRate (bps)Duration of Delay in Contractual Payments (months)\n\nCommercial$11,531 1080 34\n\nCommercial real estate\n\nConstruction and development701 13— — \n\nNon-construction813 8— — \n\nHome equity86 12— — \n\nResidential real estate166 — 201 — \n\nPremium finance receivables—property & casualty1,226 — 37 — \n\nTotal loans$14,523 974 34\n\nThe Company had commitments of $36.4 million and $20.9 million as of December 31, 2025 and December 31, 2024, respectively, to lend additional funds to borrowers experiencing financial difficulty and for whom the Company has modified the terms of loans in the form of principal forgiveness, an interest rate reduction, an other-than insignificant payment delay or a term extension during the periods presented.\n\n124\n\nThe following table presents a summary of all modified loans for borrowers experiencing financial difficulties and such loans that were in payment default under the restructured terms during the respective periods below:\n\n(Dollars in thousands)\nYear Ended December 31, 2025\n\nYear Ended December 31, 2025\n\nYear Ended December 31, 2024\n\nYear Ended December 31, 2024\n\nTotal\nPayments in Default (1)\nTotal\nPayments in Default  (1)\n\nCommercial$38,113 $653 $11,531 $995 \n\nCommercial real estate\n\nConstruction and development— — 701 — \n\nNon-construction358 179 813 319 \n\nHome equity121 — 86 86 \n\nResidential real estate1,876 914 166 166 \n\nPremium finance receivables—property & casualty— — 1,226 122 \n\nTotal loans$40,468 $1,746 $14,523 $1,688 \n\n(1)Modified loans considered to be in payment default are over 30 days past due subsequent to the restructuring.\n\n(6) Mortgage Servicing Rights (“MSRs”)\n\nFollowing is a summary of the changes in the carrying value of MSRs, accounted for at fair value, for the years ended December 31, 2025, 2024 and 2023:\n\nDecember 31,December 31,December 31,\n\n(In thousands)\n202520242023\n\nFair value at beginning of year$203,788 $192,456 $230,225 \n\nAdditions from loans sold with servicing retained25,984 29,969 28,610 \n\nServicing rights sold— — (30,170)\n\nEstimate of changes in fair value due to:\n\nPayoffs and paydowns(23,656)(23,026)(17,060)\n\nChanges in valuation inputs or assumptions(11,093)4,389 (19,149)\n\nFair value at end of year$195,023 $203,788 $192,456 \n\nUnpaid principal balance of mortgage loans serviced for others$12,608,694 $12,400,913 $12,007,165 \n\nThe Company recognizes MSR assets upon the sale of residential real estate loans to external third parties when it retains the obligation to service the loans and the servicing fee is more than adequate compensation. The initial recognition of MSR assets from loans sold with servicing retained and subsequent changes in fair value of all MSRs are recognized in mortgage banking revenue. MSRs are subject to changes in value from actual and expected prepayment of the underlying loans.\n\nThe estimation of fair value related to MSRs is partly impacted by the Company exercising its EBO on eligible loans previously sold to the GNMA. Under such optional repurchase program, financial institutions acting as servicers are allowed to buy back from the securitized loan pool individual delinquent mortgage loans meeting certain criteria for which the institution was the original transferor of such loans. At the option of the servicer and without prior authorization from GNMA, the servicer may repurchase such delinquent loans for an amount equal to the remaining principal balance of the loan. At the time of such repurchase, any MSR value related to such loans is derecognized.\n\nThe MSR asset fair value is determined by using a discounted cash flow model that incorporates the objective characteristics of the portfolio as well as subjective valuation parameters that purchasers of servicing would apply to such portfolios sold into the secondary market. The subjective factors include loan prepayment speeds, discount rates, servicing costs and other economic factors. The Company uses a third party to assist in the valuation of MSRs.\n\nPeriodically the Company will purchase options for the right to purchase securities not currently held within the banks’ investment portfolios or enter into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s MSRs. The gain or loss associated with these derivative contracts is included in mortgage banking revenue. For more information regarding these hedges outstanding as of December 31, 2025 and December 31, 2024, see Note (21) “Derivative Financial Instruments” in Item 8 of this report.\n\n125\n\n(7) Business Combinations\n\nOn August 1, 2024, the Company completed its previously announced acquisition of Macatawa Bank Corporation (“Macatawa”), the parent company of Macatawa Bank. Pursuant to the terms of the merger, each common share of Macatawa outstanding at the time of merger was converted into the right to receive 0.137 shares of Wintrust common stock, with cash paid in lieu of fractional shares. As a result, the Company issued approximately 4.7 million shares of common stock, the fair value of consideration paid was $499.3 million. Macatawa operates full-service branches located throughout communities in Kent, Ottawa and northern Allegan counties in the state of Michigan. Macatawa offers a full range of banking, retail and commercial lending, wealth management and ecommerce services to individuals, businesses and governmental entities. As of August 1, 2024, Macatawa had fair values of approximately $2.9 billion in assets, $2.3 billion in deposits and $1.3 billion in loans. In conjunction with the acquisition, the Company recorded $53.7 million discount on acquired loans, $33.5 million discount on securities and recorded total intangibles of $253.0 million. As of the first quarter of 2025, the purchase accounting was finalized and is no longer subject to change.\n\n(8) Goodwill and Other Acquisition-Related Intangible Assets\n\nA summary of the Company’s goodwill assets by business segment is presented in the following table:\n\n(In thousands)\nJanuary 1,\n2025Goodwill\nAcquiredImpairment\nLossGoodwill AdjustmentsDecember 31, 2025\n\nCommunity banking$687,754 $— $— $— $687,754 \n\nSpecialty finance37,193 — — 1,018 38,211 \n\nWealth management71,995 — — — 71,995 \n\nTotal$796,942 $— $— $1,018 $797,960 \n\nThe specialty finance unit’s goodwill increased $1.0 million in 2025 as a result of foreign currency translation adjustments related to prior Canadian acquisitions.\n\nThe Company assesses each reporting unit’s goodwill for impairment on at least an annual basis and considers potential indicators of impairment at each reporting date between annual goodwill impairment tests. At October 1, 2025, the Company utilized a qualitative approach for its annual goodwill impairment tests of the community banking, specialty finance and wealth management reporting units and determined that no impairment existed at that time.\n\nAt each reporting date between annual goodwill impairment tests, the Company considers potential indicators of impairment. The Company assessed whether events and circumstances as of each reporting date in 2025 resulted in it being more likely than not that the fair value of any reporting unit was less than its carrying value. Potential impairment indicators considered include the condition of the economy and banking industry; government intervention and regulatory updates; the impact of recent events to financial performance and cost factors of the reporting units; performance of the Company’s stock and other relevant events. As of December 31, 2025, the Company identified no indicators of goodwill impairment subsequent to its analysis as of October 1, 2025 within the community banking, specialty finance or wealth management reporting units and the Company determined it was more likely than not that the fair value of all reporting units exceeded the respective carrying value of such reporting unit.\n\n126\n\nA summary of acquisition-related intangible assets as of the dates shown and the expected amortization of finite-lived acquisition-related intangible assets as of December 31, 2025 is as follows:\n\n December 31,\n\n(In thousands)\n20252024\n\nCommunity banking segment:\n\nCore deposit intangibles with finite lives:\n\nGross carrying amount$158,106 $158,106 \n\nAccumulated amortization(76,861)(56,784)\n\nNet carrying amount$81,245 $101,322 \n\nTrademark with indefinite lives:\n\nCarrying amount11,500 13,800 \n\nTotal net carrying amount$92,745 $115,122 \n\nSpecialty finance segment:\n\nCustomer list intangibles with finite lives:\n\nGross carrying amount$1,961 $1,959 \n\nAccumulated amortization(1,932)(1,881)\n\nNet carrying amount$29 $78 \n\nWealth management segment:\n\nCustomer list and other intangibles with finite lives:\n\nGross carrying amount$26,630 $26,630 \n\nAccumulated amortization(21,405)(20,140)\n\nNet carrying amount$5,225 $6,490 \n\nTotal acquisition-related intangible assets:\n\nGross carrying amount$198,197 $200,495 \n\nAccumulated amortization(100,198)(78,805)\n\nTotal acquisition-related intangible assets, net$97,999 $121,690 \n\nEstimated amortization for the year-ended:\n  \n\n2026$18,823 \n\n202716,340 \n\n202813,908 \n\n202911,536 \n\n20309,491 \n\nThe core deposit intangibles recognized in connection with the Company’s bank acquisitions are amortized over a ten-year period on an accelerated basis. The customer list intangibles recognized in connection with the purchase of life insurance premium finance assets in 2009 are being amortized over an 18-year period on an accelerated basis. The customer list and other intangibles recognized in connection with prior acquisitions within the wealth management segment are being amortized over a period of up to ten-years on a straight-line or accelerated basis. Indefinite-lived intangible assets consist of certain trade and domain names recognized in connection with prior acquisitions. As indefinite-lived intangible assets are not amortized, the Company assesses impairment on at least an annual basis. As part of this assessment, an impairment of $2.3 million was recognized on certain indefinite-lived trademarks regarding the Veteran’s First trade name primarily due to a decrease in estimated future revenue projections.\n\nTotal amortization expense associated with finite-lived intangibles in 2025, 2024 and 2023 was $21.4 million, $12.1 million and $5.5 million, respectively.\n\n127\n\n(9) Premises, Software and Equipment, Net\n\nA summary of premises, software and equipment at December 31, 2025 and 2024 is as follows:\n\n December 31,\n\n(In thousands)\n20252024\n\nLand$184,954 $184,318 \n\nBuildings and leasehold improvements728,665 703,798 \n\nFurniture, equipment and computer software409,087 383,056 \n\nConstruction in progress10,182 15,702 \n\n$1,332,888 $1,286,874 \n\nLess: Accumulated depreciation and amortization551,277 507,744 \n\nTotal premises, software, and equipment, net$781,611 $779,130 \n\nDepreciation and amortization expense related to premises, software and equipment totaled $66.9 million in 2025, $61.4 million in 2024 and $56.9 million in 2023.\n\n(10) Deposits\n\nThe following is a summary of deposits at December 31, 2025 and 2024:\n\n(Dollars in thousands)\n20252024\n\nBalance:\n\nNon-interest bearing$11,423,701 $11,410,018 \n\nNOW and interest-bearing demand deposits6,233,753 5,865,546 \n\nWealth management deposits1,907,647 1,469,064 \n\nMoney market21,368,924 17,975,191 \n\nSavings6,905,216 6,372,499 \n\nTime certificates of deposit9,877,950 9,420,031 \n\nTotal deposits\n$57,717,191 $52,512,349 \n\nMix:\n\nNon-interest bearing20 %22 %\n\nNOW and interest-bearing demand deposits11 11 \n\nWealth management deposits3 3 \n\nMoney market37 34 \n\nSavings12 12 \n\nTime certificates of deposit17 18 \n\nTotal deposits\n100 %100 %\n\nWealth management deposits represent deposit balances (primarily money market accounts) at the Company’s subsidiary banks from brokerage customers of Wintrust Investments, CDEC and trust and asset management customers of the Company.\n\nThe scheduled maturities of time certificates of deposit at December 31, 2025 and 2024 are as follows:\n\n(In thousands)\n20252024\n\nDue within one year$9,443,038 $9,061,295 \n\nDue in one to two years361,555 281,239 \n\nDue in two to three years56,526 53,009 \n\nDue in three to four years11,296 14,316 \n\nDue in four to five years5,351 10,104 \n\nDue after five years184 68 \n\nTotal time certificate of deposits\n$9,877,950 $9,420,031 \n\n128\n\nThe following table sets forth the scheduled maturities of uninsured time deposits, specifically the portion of time deposit balances in excess of the FDIC insurance limit of $250,000, at December 31, 2025 and 2024:\n\n(In thousands)\n20252024\n\nMaturing within three months$732,812 $774,312 \n\nAfter three but within six months721,352 926,997 \n\nAfter six but within 12 months711,506 490,231 \n\nAfter 12 months67,584 54,691 \n\nTotal\n$2,233,254 $2,246,231 \n\nTime deposits in denominations of $250,000 or more were $4.0 billion and $3.9 billion at December 31, 2025 and 2024, respectively.\n\n(11) Federal Home Loan Bank Advances\n\nA summary of the outstanding FHLB advances at December 31, 2025 and 2024, is as follows:\n\n(In thousands)\n20252024\n\n0.00% advance due April 2026\n$629 $629 \n\n0.00% advance due January 2029\n680 680 \n\n3.70% advance due July 2030\n150,000 150,000 \n\n2.81% advance due September 2032\n500,000 500,000 \n\n3.08% advance due September 2032\n500,000 500,000 \n\n3.10% advance due December 2032\n200,000 — \n\n2.95% advance due May 2033\n250,000 250,000 \n\n3.72% advance due July 2033\n150,000 150,000 \n\n3.43% advance due January 2034\n175,000 175,000 \n\n3.19% advance due January 2034\n175,000 175,000 \n\n3.45% advance due April 2034\n250,000 250,000 \n\n3.44% advance due April 2034\n250,000 250,000 \n\n3.33% advance due May 2034\n250,000 250,000 \n\n3.29% advance due June 2034\n250,000 250,000 \n\n3.38% advance due June 2034\n250,000 250,000 \n\n2.84% advance due December 2035\n100,000 — \n\nTotal FHLB advances$3,451,309 $3,151,309 \n\nFHLB advances consist of obligations of the banks and are collateralized by qualifying commercial and residential real estate and home equity loans and certain securities. The banks have arrangements with the FHLB whereby, based on available collateral, they could have borrowed an additional $6.1 billion at December 31, 2025.\n\nFHLB advances are stated at par value of the debt adjusted for unamortized prepayment fees paid at the time of prior restructurings of FHLB advances and unamortized fair value adjustments recorded in connection with advances acquired through acquisitions and debt issuance costs. Unamortized prepayment fees are amortized as an adjustment to interest expense using the effective interest method.\n\nApproximately $3.1 billion of the FHLB advances outstanding at December 31, 2025 currently have varying put or call dates over the next 12 months. At December 31, 2025, the weighted average contractual interest rate on FHLB advances was 3.21%.\n\n(12) Subordinated Notes\n\nAt December 31, 2025, the Company had outstanding subordinated notes totaling $298.6 million compared to $298.3 million at December 31, 2024. In 2019, the Company issued $300.0 million of subordinated notes receiving $296.7 million in proceeds, net of underwriting discount. The notes have a stated interest rate of 4.85% and mature in June 2029. In the second quarter of 2024, the Company repaid the $140.0 million of subordinated notes issued in 2014. The notes had a stated interest rate of 5.00% and matured in June 2024. Subordinated notes are stated at par adjusted for unamortized issuance costs paid related to such debt.\n\n129\n\nIn connection with the issuance of subordinated notes in 2019 and 2014, the Company incurred costs totaling $3.3 million and $1.3 million, respectively. These costs are a direct deduction from the carrying amount of the subordinated notes and are amortized to interest expense using the effective interest method. At December 31, 2025, the unamortized balances of costs for both issuances were approximately $1.4 million. These subordinated notes qualify as Tier II capital under the regulatory capital requirements, subject to restrictions.\n\n(13) Other Borrowings\n\nThe following is a summary of other borrowings at December 31, 2025 and 2024:\n\n(In thousands)\n20252024\n\nNotes payable$— $142,763 \n\nSecured Borrowings422,107 334,934 \n\nOther55,859 57,106 \n\nTotal other borrowings$477,966 $534,803 \n\nNotes Payable\n\nOn December 12, 2022, the Company entered into a credit agreement (as amended, the “Amended and Restated Credit Agreement”) with certain unaffiliated banks. The Credit Agreement consists of a $200.0 million term loan facility and a $100.0 million revolving credit facility. The term loan facility was paid in full in December 2025.\n\nThe Amended and Restated Credit Agreement provides for, among other things, a maturity date for the revolving credit facility of December 3, 2026. The Amended and Restated Credit Agreement also provides for certain financial covenants that must be met by the Company for so long as any amounts or commitments under the Amended and Restated Credit Agreement are still outstanding.\n\nBorrowings under the Amended and Restated Credit Agreement that are considered “Base Rate Loans” bear interest at a rate equal to the sum of (1) 75 basis points plus (2) the highest of (a) the prime rate, (b) the federal funds rate plus 50 basis points, and (c) Term SOFR for a one-month tenor in effect on such day plus 110 basis points. Borrowings under the Amended and Restated Credit Agreement that are considered “Term SOFR Loans” bear interest at a rate equal to the sum of (1) 160 basis points plus (2) Term SOFR for the applicable interested period. A commitment fee is payable quarterly in arrears in an amount equal to 0.25% of the actual daily amount by which the lenders’ commitments under the revolving credit facility exceeded the amount outstanding under such facility. The Company is required to make monthly or quarterly (as applicable) payments of interest in respect of loans under the Amended and Restated Credit Agreement.\n\nBorrowings under the Amended and Restated Credit Agreement are secured by pledges of and first priority perfected security interests in the Company’s equity interest in its bank subsidiaries and contain several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and other indebtedness. As of December 31, 2025, the Company was in compliance with all such covenants. The revolving credit facility under the Amended and Restated Credit Agreement is available to be utilized, as needed, to provide capital to fund continued growth at the Company’s banks and to serve as an interim source of funds for acquisitions, common stock repurchases or other general corporate purposes.\n\nThe term debt facility is stated at par of the current outstanding balance of the debt adjusted for unamortized costs paid by the Company in relation to the debt issuance. Unamortized costs paid by the Company in relation to the issuance of the revolving credit facility are classified in other assets on the Consolidated Statements of Condition.\n\nAs of December 31, 2025, there was no outstanding principal balance under the term loan facility and no outstanding principal balance under the revolving credit facility.\n\nSecured Borrowings\n\nSecured borrowings primarily represent transactions to sell an undivided co-ownership interest in all receivables owed to the Company’s subsidiary, First Insurance Funding of Canada (“FIFC Canada”). In December 2014, FIFC Canada sold such interest to an unrelated third party in exchange for a cash payment of approximately C$150 million pursuant to a receivables purchase agreement (“Receivables Purchase Agreement”). Amendments to the Receivables Purchase Agreement since issuance increased the total payments to C$580 million, extended the maturity date to December 15, 2026. Additionally, since Canadian Dollar Offered Rate (“CDOR”) ceased being used in Canada in June 2024, references to CDOR changed to the Benchmark rate.\n\n130\n\nThese transactions were not considered sales of receivables and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the unrelated third party, net of unamortized debt issuance costs, and translated to the Company’s reporting currency as of the respective date. At December 31, 2025, the translated balance of the secured borrowing totaled $408.0 million compared to $323.2 million at December 31, 2024. The interest rate under the Receivables Purchase Agreement is the Canadian Commercial Paper Rate plus 0.775%.\n\nThe remaining $14.1 million and $11.7 million within secured borrowings at December 31, 2025 and 2024 represents other sold interests in certain loans by the Company that were not considered sales and, as such, related proceeds received are reflected on the Company’s Consolidated Statements of Condition as a secured borrowing owed to the various unrelated third parties.\n\nOther Borrowings\n\nOther borrowings represent a promissory note (“Promissory Note”) issued by the Company in June 2017. Amendments to the Promissory Note since issuance increased the principal amount to $66.4 million, reduced the interest rate to a floating rate equal to 1-month CME Term SOFR plus a spread of 1.40% and extended the maturity date to March 31, 2028. The Promissory Note relates to and is secured by three office buildings owned by the Company. At December 31, 2025, the Promissory Note had a balance of $55.9 million compared to $57.1 million at December 31, 2024. Under the Promissory Note, during the twelve months ended December 31, 2025, the Company made monthly principal and interest payments. The Promissory Note contains several restrictive covenants, including the maintenance of various capital adequacy levels, asset quality and profitability ratios, and certain restrictions on dividends and indebtedness. At December 31, 2025, the Company was in compliance with all such covenants.\n\n(14) Junior Subordinated Debentures\n\nAs of December 31, 2025, the Company owned 100% of the common securities of eleven trusts, Wintrust Capital Trust III, Wintrust Statutory Trust IV, Wintrust Statutory Trust V, Wintrust Capital Trust VII, Wintrust Capital Trust VIII, Wintrust Capital Trust IX, Northview Capital Trust I, Town Bankshares Capital Trust I, First Northwest Capital Trust I, Suburban Illinois Capital Trust II, and Community Financial Shares Statutory Trust II (the “Trusts”) set up to provide long-term financing. The Northview, Town, First Northwest, Suburban and Community Financial Shares capital trusts were acquired as part of the acquisitions of Northview Financial Corporation, Town Bankshares, Ltd., First Northwest Bancorp, Inc., Suburban Illinois Bancorp, Inc. and Community Financial Shares, Inc., respectively. The Trusts were formed for purposes of issuing trust preferred securities to third-party investors and investing the proceeds from the issuance of the trust preferred securities and common securities solely in junior subordinated debentures issued by the Company (or assumed by the Company in connection with an acquisition), with the same maturities and interest rates as the trust preferred securities. The junior subordinated debentures are the sole assets of the Trusts. In each Trust, the common securities represent approximately 3% of the junior subordinated debentures and the trust preferred securities represent approximately 97% of the junior subordinated debentures.\n\nThe Trusts are reported in the Company’s consolidated financial statements as unconsolidated subsidiaries. Accordingly, in the Consolidated Statements of Condition, the junior subordinated debentures issued by the Company to the Trusts are reported as liabilities and the common securities of the Trusts, all of which are owned by the Company, are included in investment securities.\n\n131\n\nThe following table provides a summary of the Company’s junior subordinated debentures as of December 31, 2025 and 2024. The junior subordinated debentures represent the par value of the obligations owed to the Trusts.\n\n Common SecuritiesTrust Preferred SecuritiesJunior\nSubordinated\nDebentures\nRate Structure (1)\n\nContractual rate at 12/31/2025\nMaturity DateEarliest Redemption Date\n\n(Dollars in thousands)\n20252024Issue Date\n\nWintrust Capital Trust III$774 $25,000 $25,774 $25,774 \nS+0.26161+3.25\n7.42 %04/200304/203304/2008\n\nWintrust Statutory Trust IV619 20,000 20,619 20,619 \nS+0.26161+2.80\n6.73 12/200312/203312/2008\n\nWintrust Statutory Trust V1,238 40,000 41,238 41,238 \nS+0.26161+2.60\n6.53 05/200405/203406/2009\n\nWintrust Capital Trust VII1,550 50,000 51,550 51,550 \nS+0.26161+1.95\n5.93 12/200403/203503/2010\n\nWintrust Capital Trust VIII1,238 25,000 26,238 26,238 \nS+0.26161+1.45\n5.38 08/200509/203509/2010\n\nWintrust Capital Trust IX1,547 50,000 51,547 51,547 \nS+0.26161+1.63\n5.61 09/200609/203609/2011\n\nNorthview Capital Trust I186 6,000 6,186 6,186 \nS+0.26161+3.00\n7.12 08/200311/203308/2008\n\nTown Bankshares Capital Trust I186 6,000 6,186 6,186 \nS+0.26161+3.00\n7.12 08/200311/203308/2008\n\nFirst Northwest Capital Trust I155 5,000 5,155 5,155 \nS+0.26161+3.00\n6.93 05/200405/203405/2009\n\nSuburban Illinois Capital Trust II464 15,000 15,464 15,464 \nS+0.26161+1.75\n5.73 12/200612/203612/2011\n\nCommunity Financial Shares Statutory Trust II109 3,500 3,609 3,609 \nS+0.26161+1.62\n5.60 06/200709/203706/2012\n\nTotal  $253,566 $253,566  6.19 %   \n\n(1)The interest rates on the variable rate junior subordinated debentures are based on the three-month Chicago Mercantile Exchange (“CME”) Term Secured Overnight Financing Rate (“SOFR”) and reset on a quarterly basis.\n\nAt December 31, 2025, the weighted average contractual interest rate on the junior subordinated debentures was 6.19%. Distributions on the common and preferred securities issued by the Trusts are payable quarterly at a rate per annum equal to the interest rates being earned by the Trusts on the junior subordinated debentures. Interest expense on the junior subordinated debentures is deductible for income tax purposes.\n\nUnder AIRLA and Part 253 of Regulation ZZ (Rule 253), after June 30, 2023, the interest rate on the junior subordinated debentures, by operation of law, changed their base rate from USD LIBOR to CME Term SOFR of the same tenor, plus an applicable tenor spread adjustment. CME Term SOFR is an indicative, forward-looking measurement of daily overnight SOFR. CME Term SOFR is published by CME Group Inc., as administrator of that rate. The calculation agent for any series of the junior subordinated debentures may also make additional administrative conforming changes to the terms of that series of the junior subordinated debentures under AIRLA and Rule 253.\n\nThe Company has guaranteed the payment of distributions and payments upon liquidation or redemption of the trust preferred securities, in each case to the extent of funds held by the Trusts. The Company and the Trusts believe that, taken together, the obligations of the Company under the guarantees, the junior subordinated debentures, and other related agreements provide, in the aggregate, a full, irrevocable and unconditional guarantee, on a subordinated basis, of all of the obligations of the Trusts under the trust preferred securities. Subject to certain limitations, the Company has the right to defer the payment of interest on the junior subordinated debentures at any time, or from time to time, for a period not to exceed 20 consecutive quarters. The trust preferred securities are subject to mandatory redemption, in whole or in part, upon repayment of the junior subordinated debentures at maturity or their earlier redemption. The junior subordinated debentures are redeemable in whole or in part prior to maturity at any time after the earliest redemption dates shown in the table, and earlier at the discretion of the Company if certain conditions are met, and, in any event, only after the Company has obtained FRB approval, if then required under applicable guidelines or regulations.\n\nAt December 31, 2025, the Company included $245.5 million of the junior subordinated debentures, net of common securities, in Tier 2 regulatory capital.\n\n132\n\n(15) Revenue from Contracts with Customers\n\nDisaggregation of Revenue\n\nThe following table presents revenue from contracts with customers, disaggregated by the revenue source:\n\n(Dollars in thousands)Years Ended\n\nRevenue from contracts with customersLocation in income statementDecember 31,\n2025December 31,\n2024December 31,\n2023\n\nBrokerage and insurance product commissionsWealth management$18,779 $22,611 $18,645 \n\nTrustWealth management29,061 25,941 24,190 \n\nAsset managementWealth management99,576 97,675 87,772 \n\nTotal wealth management147,416 146,227 130,607 \n\nMortgage broker feesMortgage banking2,759 1,925 844 \n\nService charges on deposit accountsService charges on deposit accounts79,091 65,651 55,250 \n\nAdministrative servicesOther non-interest income5,300 5,336 5,599 \n\nCard related feesOther non-interest income15,973 17,829 13,789 \n\nOther deposit related feesOther non-interest income15,096 13,774 14,354 \n\nTotal revenue from contracts with customers$265,635 $250,742 $220,443 \n\nWealth Management Revenue\n\nWealth management revenue is comprised of brokerage and insurance product commissions, managed money fees and trust and asset management revenue of the Company's four wealth management subsidiaries: Wintrust Investments, GLA, WPT and CDEC. All wealth management revenue is recognized in the wealth management segment.\n\nBrokerage and insurance product commissions consists primarily of commissions earned from trade execution services on behalf of customers and from selling mutual funds, insurance and other investment products to customers. For trade execution services, the Company recognizes commissions and receives payment from the brokerage customers at the point of transaction execution. Commissions received from the investment or insurance product providers are recognized at the point of sale of the product. The Company also receives trail and other commissions from providers for certain plans. These are generally based on qualifying account values and are recognized once the performance obligation, specific to each provider, is satisfied on a monthly, quarterly or annual basis.\n\nTrust revenue is earned primarily from trust and custody services that are generally performed over time as well as fees earned on funds held during the facilitation of tax-deferred like-kind exchange transactions. Revenue is determined periodically based on a schedule of fees applied to the value of each customer account using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Fees are typically billed on a calendar month or quarter basis in advance or in arrears depending upon the contract. Upfront fees received related to the facilitation of tax-deferred like-kind exchange transactions are deferred until the transaction is completed. Additional fees earned for certain extraordinary services performed on behalf of the customers are recognized when the service has been performed.\n\nAsset management revenue is earned from money management and advisory services that are performed over time. Revenue is based primarily on the market value of assets under management or administration using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Fees are typically billed on a calendar month or quarter basis in advance or in arrears depending upon the contract. Certain programs provide the customer with an option of paying fees as a percentage of the account value or incurring commission charges for each trade similar to brokerage and insurance product commissions. Trade commissions and any other fees received for additional services are recognized at a point in time once the performance obligation is satisfied.\n\n133\n\nMortgage Broker Fees\n\nFor customers desiring a mortgage product not currently offered by the Company, the Company may refer such customers and, with permission, direct such customers' applications to certain third party mortgage brokers. Mortgage broker fees are received from these brokers for such customer referrals upon settlement of the underlying mortgage. The Company's entitlement to the consideration is contingent on the settlement of the mortgage which is highly susceptible to factors outside of the Company's influence, such as the third party broker's underwriting requirements. Also, the uncertainty surrounding the consideration could be resolved in varying lengths of time, dependent upon the third party brokers. Therefore, mortgage broker fees are recognized at the settlement of the underlying mortgage when the consideration is received. Broker fees are recognized in the community banking segment.\n\nService Charges on Deposit Accounts\n\nService 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. When the service is performed at a point in time, the Company recognizes and receives revenue when the service has been performed. When the service is performed over a period of a month, the Company recognizes and receives revenue in the month the service has been performed. Service charges on deposit accounts are recognized in the community banking segment.\n\nAdministrative Services\n\nAdministrative services revenue is earned from providing outsourced administrative services, such as data processing of payrolls, billing and cash management services, to temporary staffing service clients located throughout the United States. Fees are charged periodically (typically a payroll cycle) and computed in accordance with the contractually determined rate applied to the total gross billings administered for the period. The revenue is recognized over the period using a time-elapsed method to measure progress toward complete satisfaction of the performance obligation. Other fees are charged on a per occurrence basis as the service is provided in the billing cycle. The Company has certain contracts with customers to perform outsourced administrative services and short-term accounts receivable financing. For these contracts, the total fee is allocated between the administrative services revenue and interest income during the client onboarding process based on the specific client and services provided. Administrative services revenue is recognized in the specialty finance segment.\n\nCard and Deposit Related Fees\n\nCard related fees include interchange and merchant revenue, and fees related to debit and credit cards. Interchange revenue is related to the Company issued debit cards. Other deposit related fees primarily include pay by phone processing fees, ATM and safe deposit box fees, check order charges and foreign currency related fees. Card and deposit related fees are generally based on volume of transactions and are recognized at the point in time when the service has been performed. For any consideration that is constrained, the revenue is recognized once the uncertainty is known. Upfront fees received from certain contracts are recognized on a straight line basis over the term of the contract. Card and deposit related fees are recognized in the community banking segment.\n\n134\n\nContract Balances\n\nThe following table provides information about contract assets, contract liabilities and receivables from contracts with customers:\n\n(Dollars in thousands)December 31,\n2025December 31,\n2024\n\nContract assets$— $— \n\nContract liabilities $2,635 $1,329 \n\nMortgage broker fees receivable$137 $101 \n\nAdministrative services receivable152 213 \n\nWealth management receivable13,158 12,130 \n\nCard related fees receivable1,103 1,026 \n\nTotal receivables from contracts with customer$14,550 $13,470 \n\nContract liabilities represent upfront fees that the Company received at inception of certain contracts. The revenue recognized that was included in the contract liability balance at beginning of the period totaled $551,000 and $565,000 for the years ended December 31, 2025 and 2024, respectively. Receivables are recognized in the period the Company provides services when the Company's right to consideration is unconditional. Card related fee receivable is the result of volume based fee that the Company receives from a customer on an annual basis in the second quarter of each year. Payment terms on other invoiced amounts are typically 30 days or less. Contract liabilities and receivables from contracts with customers are included within the accrued interest payable and other liabilities and accrued interest receivable and other assets line items, respectively, in the Consolidated Statements of Condition.\n\nTransaction price allocated to the remaining performance obligations\n\nFor contracts with an original expected length of more than one year, the following table presents the estimated future timing of recognition of upfront fees related to card and deposit related fees. These upfront fees represent performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.\n\n(Dollars in thousands)\n\nEstimated—2026$889 \n\nEstimated—2027471 \n\nEstimated—2028471 \n\nEstimated—2029471 \n\nEstimated—2030+333 \n\nTotal$2,635 \n\nPractical Expedients and Exemptions\n\nThe Company does not adjust the promised amount of consideration for the effects of a significant financing component if the Company expects, at contract inception, that the period between when the Company transfers a promised service to a customer and when the customer pays for that services is one year or less.\n\nThe Company recognizes the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less.\n\n135\n\n(16) Lease Commitments\n\nThe following tables provide a summary of lease costs, weighted average remaining lease term and discount rate and future required fixed payments related to the Company’s leasing arrangements in which it is the lessee:\n\nYear Ended\n\n(In thousands)\nDecember 31,\n2025December 31,\n2024December 31,\n2023\n\nOperating lease cost$25,277 $23,446 $22,337 \n\nFinance lease cost:\n\nAmortization of right-of-use asset249 249 219 \n\nInterest on lease liability365 366 290 \n\nShort-term lease cost143 111 41 \n\nVariable lease cost3,640 2,865 2,391 \n\nSublease income— (80)(70)\n\nTotal lease cost$29,674 $26,957 $25,208 \n\nYear Ended\n\n(In thousands)December 31,\n2025December 31,\n2024\n\nCash paid for amounts included in the measurement of operating lease liabilities$25,584 $24,940 \n\nCash paid for amounts included in the measurement of finance lease liabilities429 349 \n\nRight-of-use asset obtained in exchange for new operating lease liabilities11,230 9,538 \n\nRight-of-use asset obtained in exchange for new finance lease liabilities— 1,222 \n\nWeighted average remaining lease term - operating leases9.43 years9.87 years\n\nWeighted average remaining lease term - finance leases34.8936.49\n\nWeighted average discount rate - operating leases4.43 %4.30 %\n\nWeighted average discount rate - finance leases3.93 3.93 \n\n(In thousands)\nPayments\n\n2026$24,679 \n\n202723,896 \n\n202821,925 \n\n202919,734 \n\n203013,686 \n\n2031 and thereafter92,705 \n\nTotal minimum future amounts$196,625 \n\nImpact of measuring the lease liability on a discounted basis(53,888)\n\nTotal lease liability$142,737 \n\n136\n\nIn addition to the lessee arrangements discussed above, the Company also leases certain owned premises and receives rental income from such lessor agreements. Gross rental income related to the Company’s buildings totaled $5.9 million, $5.8 million and $6.3 million, in 2025, 2024 and 2023, respectively. The approximate annual gross rental receipts under noncancelable agreements with remaining terms in excess of one year as of December 31, 2025, are as follows (in thousands):\n\n \n\nReceipts\n\n2026$3,416 \n\n20272,791 \n\n20281,672 \n\n20291,152 \n\n2030690 \n\n2031 and thereafter3,367 \n\nTotal minimum future amounts$13,088 \n\n(17) Income Taxes\n\nIncome tax expense (benefit) for the years ended December 31, 2025, 2024 and 2023 is summarized as follows:\n\n Years Ended December 31,\n\n(In thousands)\n202520242023\n\nCurrent income taxes:\n\nFederal$174,157 $178,075 $165,518 \n\nState67,604 52,882 62,948 \n\nForeign7,961 10,076 13,696 \n\nTotal current income taxes$249,722 $241,033 $242,162 \n\nDeferred income taxes:\n\nFederal$43,997 $2,914 $(8,245)\n\nState942 7,927 (9,750)\n\nForeign(98)170 (1,712)\n\nTotal deferred income taxes$44,841 $11,011 $(19,707)\n\nTotal income tax expense$294,563 $252,044 $222,455 \n\nThe Company’s income before income taxes in 2025, 2024 and 2023 includes $19.4 million, $27.3 million and $42.5 million, respectively, of foreign income attributable to its Canadian subsidiary.\n\nThe tax effects of certain transactions are recorded directly to shareholders’ equity rather than income tax expense. The tax effect of fair value adjustments on securities available-for-sale and derivative instruments in cash flow hedges are recorded directly to shareholders’ equity as part of other comprehensive income (loss) and are reflected on the Consolidated Statements of Comprehensive Income. The tax effect of unrealized gains and losses on certain foreign currency transactions is also recorded in shareholders’ equity as part of other comprehensive income (loss).\n\n137\n\nA reconciliation of the differences between taxes computed using the statutory Federal income tax rate and actual income tax expense is as follows:\n\n Years Ended December 31,\n\n(Dollars in thousands)\n202520242023\n\nAmount%Amount%Amount%\n\nIncome tax expense using the statutory Federal income tax rate of 21% on income before taxes$234,866 21.0 %$198,889 21.0 %$177,467 21.0 %\n\nIncrease (decrease) from:\n\nState taxes, net of federal tax benefit (1)\n54,151 4.848,039 5.142,027 5.0\n\nNontaxable and nondeductible items, net:\n\nTax-exempt interest, net of interest expense disallowance(5,266)(0.5)(5,338)(0.6)(5,348)(0.6)\n\nIncome earned on bank owned life insurance(1,304)(0.1)(1,139)(0.1)(1,013)(0.1)\n\nExcess tax benefits on share based compensation(3,179)(0.3)(3,621)(0.4)(2,314)(0.3)\n\nMeals, entertainment and related expenses2,900 0.32,823 0.32,439 0.3\n\nFDIC insurance expense9,319 0.88,602 0.97,713 0.9\n\nNon-deductible compensation expense2,822 0.22,587 0.32,147 0.3\n\nTax benefits related to tax credits, net(5,820)(0.5)(4,636)(0.5)(3,950)(0.5)\n\nForeign tax effects5,333 0.56,187 0.73,378 0.4\n\nOther, net741 0.1(349)(0.1)(91)(0.1)\n\nIncome tax expense$294,563 26.3 %$252,044 26.6 %$222,455 26.3 %\n\n(1)State taxes in Illinois made up the majority (greater than 50 percent) of the tax effect in this category.\n\nThe tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities at December 31, 2025 and 2024 are as follows:\n\n(In thousands)\n20252024\n\nDeferred tax assets:\n\nAllowance for credit losses$119,728 $113,648 \n\nNet unrealized losses on securities included in other comprehensive income103,838 151,886 \n\nRight-of-use liability36,989 39,691 \n\nDeferred compensation36,670 34,850 \n\nStock-based compensation15,571 14,741 \n\nLoans8,625 12,104 \n\nNet unrealized losses on derivatives included in other comprehensive income— 4,032 \n\nFederal net operating loss carryforward402 549 \n\nOther14,605 8,017 \n\nTotal gross deferred tax assets336,428 379,518 \n\nDeferred tax liabilities:\n\nEquipment Leasing219,927 165,363 \n\nCapitalized servicing rights50,363 52,298 \n\nGoodwill and intangible assets39,829 42,733 \n\nPremises and equipment35,378 38,554 \n\nRight-of-use asset30,680 32,651 \n\nNet unrealized gains on derivatives included in other comprehensive income17,449 — \n\nDeferred loan fees and costs10,264 7,889 \n\nOther3,076 2,660 \n\nTotal gross deferred tax liabilities406,966 342,148 \n\nNet deferred tax (liabilities) assets$(70,538)$37,370 \n\nManagement has determined that a valuation allowance is not required for the deferred tax assets at December 31, 2025 because it is more likely than not that these assets could be realized through future reversals of existing taxable temporary differences, tax planning strategies and future taxable income. This conclusion is based on the Company’s historical earnings, its current level of earnings and prospects for continued growth and profitability.\n\n138\n\nThe Company has Federal net operating loss (“NOL”) carryforwards of $1.9 million that begin to expire in 2029 through 2035 and are subject to IRC Section 382 annual limitation. The NOL carryforwards were a result of acquisitions.\n\nThe Company accounts for uncertainties in income taxes in accordance with ASC 740, “Income Taxes.” At December 31, 2025, 2024, and 2023, the Company had no unrecognized tax benefits related to uncertain tax positions that, if recognized, would impact the effective tax rate. If the Company were to record interest or penalties associated with uncertain tax positions, the interest or penalties would be included in income tax expense.\n\nThe Company and its subsidiaries are subject to U.S. federal income tax as well as income tax in numerous state jurisdictions and in Canada. In the ordinary course of business, we are routinely subject to audit by the taxing authorities of these jurisdictions. Currently, the Company’s U.S. federal income tax returns are open and subject to audit for the 2022 tax return year forward, and in general, the Company’s state income tax returns are open and subject to audit from the 2022 tax return year forward, subject to individual state statutes of limitation. The Company has extended the statute of limitations on certain state income tax returns for tax years 2017 through 2021 due to an ongoing audit. The Company’s Canadian subsidiary’s Canadian income tax returns are also subject to audit for the 2022 tax return year forward.\n\nThe income taxes paid by the Company for the years ended December 31, 2025, 2024 and 2023 is summarized as follows:\n\nYears Ended December 31,\n\n(In thousands)202520242023\n\nFederal$148,000 $173,000 $165,873 \n\nState and Local:\n\nIllinois33,378 30,502 38,002 \n\nAll Other States33,119 25,373 26,469 \n\nForeign7,915 23,976 1,309 \n\nTotal$222,412 $252,851 $231,653 \n\n(18) Stock Compensation Plans and Other Employee Benefit Plans\n\nStock Incentive Plan\n\nIn May 2025, the Company’s shareholders approved the 2025 Stock Incentive Plan (“the 2025 Plan”) which provides for the issuance of up to 1,825,000 shares of common stock plus any shares of common stock that were available for awards under the 2022 Stock Incentive Plan (“the 2022 Plan”) as of the effective date of the 2025 Plan. The 2025 Plan replaced the 2022 Plan, and similarly, the 2022 Plan replaced the 2015 Stock Incentive Plan (“the 2015 Plan”) and the 2015 Plan replaced the 2007 Stock Incentive Plan (“the 2007 Plan”) and the 2007 Plan replaced the 1997 Stock Incentive Plan (“the 1997 Plan”). The 2025 Plan, 2022 Plan, 2015 Plan, 2007 Plan and the 1997 Plan are collectively referred to as “the Plans.” The 2025 Plan has substantially similar terms to the predecessor plans. Awards granted under the Plans for which common shares are not issued by reason of cancellation, forfeiture, lapse of such award or settlement of such award in cash, are again available under the 2025 Plan. All grants made after the approval of the 2025 Plan are made pursuant to the 2025 Plan. As of December 31, 2025, approximately 2,185,493 shares were available for future grants assuming the maximum number of shares are issued for the performance awards outstanding. The Plans cover substantially all employees of Wintrust. The Compensation Committee of the Board of Directors administers all stock-based compensation programs and authorizes all awards granted pursuant to the Plans.\n\nThe Plans permit the grant of incentive stock options, non-qualified stock options, stock appreciation rights, stock awards, restricted share or unit awards, performance awards and other incentive awards valued in whole or in part by reference to the Company’s common stock, all on a stand-alone, combination or tandem basis. The Company historically awarded stock-based compensation in the form of time-vested non-qualified stock options and time-vested restricted share unit awards (“restricted shares”). The grants of options provide for the purchase of shares of the Company’s common stock at the fair market value of the stock on the date the options are granted. Stock options generally vest ratably over periods of three to five years and have a maximum term of ten years from the date of grant. Restricted shares entitle the holders to receive, at no cost, shares of the Company’s common stock. Restricted shares generally vest over periods of one to five years from the date of grant.\n\nBeginning in 2011, the Company has awarded annual grants under the Long-Term Incentive Program (“LTIP”), which is administered under the Plans. The LTIP is designed in part to align the interests of management with interests of shareholders, foster retention, create a long-term focus based on sustainable results and provide participants a target long-term incentive opportunity. LTIP grants in 2025, 2024, and 2023 consisted of a combination of performance-based stock awards with a\n\n139\n\nperformance condition metric, performance-based stock awards with a market condition metric and time-vested restricted shares. Performance-based stock awards granted under the LTIP are contingent upon the achievement of pre-established long-term performance goals set in advance by the Compensation Committee over a three-year period starting at the beginning of each calendar year. Performance-based stock awards with a market condition metric are contingent on the total shareholder return performance over a three-year period relative to the KBW Regional Bank Index. These performance awards are granted at a target level, and based on the Company’s achievement of the pre-established long-term goals, the actual payouts can range from 0% to a maximum of 150% of the target award. The awards typically vest in the quarter after the end of the performance period upon certification of the payout by the Compensation Committee of the Board of Directors. Holders of performance-based stock awards are entitled to receive, at no cost, the shares earned based on the achievement of the pre-established long-term goals.\n\nHolders of restricted share awards and performance-based stock awards received under the Plans are not entitled to vote or receive cash dividends (or cash payments equal to the cash dividends) on the underlying common shares until the awards are vested and shares are issued. Shares that are vested but are not issuable pursuant to deferred compensation arrangements accrue additional shares based on the value of dividends otherwise paid. Except in limited circumstances, awards granted pursuant to the Plans are canceled upon termination of employment without any payment of consideration by the Company.\n\nStock-based compensation is measured as the fair value of an award on the date of grant, and the measured cost is recognized over the period which the recipient is required to provide service in exchange for the award. The fair value of restricted share and performance-based stock awards with a performance metric is determined based on the average of the high and low trading prices on the grant date. The fair value of performance stock awards with a market condition metric is determined using a Monte Carlo simulation model and the fair value of stock options is estimated using a Black-Scholes option-pricing model. The Monte Carlo simulation model and the Black-Scholes option-pricing model require the input of highly subjective assumptions and are sensitive to changes in the award’s expected life and the price volatility of the underlying stock, which can materially affect the fair value estimates. Management periodically reviews and adjusts the assumptions used to calculate the fair value of such awards when granted. No options have been granted since 2016.\n\nStock-based compensation is recognized based on the number of awards that are ultimately expected to vest, taking into account expected forfeitures. In addition, for performance-based awards with a performance metric, an estimate is made of the number of shares expected to vest as a result of actual performance against the performance criteria in the award to determine the amount of compensation expense to recognize. The estimate is re-evaluated quarterly and total compensation expense is adjusted for any change in estimate in the current period.\n\nStock-based compensation expense recognized in the Consolidated Statements of Income was $42.0 million, $38.9 million and $33.5 million and the related tax benefits were $9.1 million, $8.3 million and $7.4 million in 2025, 2024 and 2023, respectively.\n\nA summary of the Plans’ stock option activity for the years ended December 31, 2025, 2024 and 2023 is as follows:\n\nStock OptionsCommon\nSharesWeighted Average\nStrike Price\nRemaining\n\nContractual Term(1)\n\nIntrinsic Value(2)\n\n($000)\n\nOutstanding at January 1, 2023\n68,093 $41.14 \n\nExercised(54,993)40.75 \n\nOutstanding at December 31, 2023\n13,100 $42.76 4.2$655 \n\nExercisable at December 31, 2023\n13,100 $42.76 4.2$655 \n\nOutstanding at January 1, 2024\n13,100 $42.76 \n\nExercised(2,275)38.00 \n\nOutstanding at December 31, 2024\n10,825 $43.76 3.5$876 \n\nExercisable at December 31, 2024\n10,825 $43.76 3.5$876 \n\nOutstanding at January 1, 2025\n10,825 $43.76 \n\nExercised(5,150)42.61 \n\nOutstanding at December 31, 2025\n5,675 $44.81 2.7$539 \n\nExercisable at December 31, 2025\n5,675 $44.81 2.7$539 \n\nVested or expected to vest at December 31, 2025\n5,675 $44.81 2.7$539 \n\n(1)Represents the weighted average contractual remaining life in years.\n\n(2)Aggregate intrinsic value represents the total pretax intrinsic value (i.e., the difference between the Company’s stock price at year end and the option exercise price, multiplied by the number of shares) that would have been received by the option holders if they had exercised their options on the last day of the year. Options with exercise prices above the year end stock price are excluded from the calculation of intrinsic value. The intrinsic value will change based on the fair market value of the Company’s stock.\n\nThe aggregate intrinsic value of options exercised during the years ended December 31, 2025, 2024 and 2023, was $466,598, $179,664 and $2.5 million, respectively. The actual tax benefit realized for the tax deductions from option exercises totaled\n\n140\n\n$90,000, $30,000 and $540,000 for 2025, 2024 and 2023, respectively. Cash received from option exercises under the Plans for the years ended December 31, 2025, 2024 and 2023 was $220,000, $86,457 and $2.2 million, respectively.\n\nA summary of the Plans’ restricted share activity for the years ended December 31, 2025, 2024 and 2023 is as follows:\n\n \n\n 202520242023\n\nRestricted SharesCommon\nSharesWeighted\nAverage\nGrant-Date\nFair ValueCommon\nSharesWeighted\nAverage\nGrant-Date\nFair ValueCommon\nSharesWeighted\nAverage\nGrant-Date\nFair Value\n\nOutstanding at January 1880,866 $90.95 746,123 $79.60 610,155 $73.21 \n\nGranted262,521 132.46 407,046 99.89 270,855 88.06 \n\nVested and issued(224,769)94.65 (241,415)70.41 (121,534)65.90 \n\nForfeited or canceled(30,220)110.10 (30,888)95.26 (13,353)83.68 \n\nOutstanding at end of year888,398 $101.63 880,866 $90.95 746,123 $79.60 \n\nVested, but deferred, at year end102,218 $55.59 100,610 $54.46 98,919 $53.58 \n\nA summary of the Plans’ performance-based stock award activity, based on the target level of the awards, for the years ended December 31, 2025, 2024 and 2023 is as follows:\n\n 202520242023\n\nPerformance SharesCommon\nSharesWeighted\nAverage\nGrant-Date\nFair ValueCommon\nSharesWeighted\nAverage\nGrant-Date\nFair ValueCommon\nSharesWeighted\nAverage\nGrant-Date\nFair Value\n\nOutstanding at January 1454,017 $93.57 553,026 $79.69 545,379 $70.30 \n\nGranted88,310 134.57 111,469 100.47 189,355 92.36 \n\nAdded by performance factor at vesting75,461 96.51 96,952 58.78 23,925 62.82 \n\nVested and issued(230,957)95.26 (295,644)58.69 (186,344)62.67 \n\nForfeited or canceled(9,074)105.85 (11,786)95.97 (19,289)81.84 \n\nOutstanding at end of year377,757 $102.38 454,017 $93.57 553,026 $79.69 \n\nVested, but deferred, at year end13,335 $41.21 21,759 $44.51 29,020 $45.88 \n\nAt December 31, 2025, the maximum number of performance-based shares that could be issued on outstanding awards if performance is attained at the maximum amount was approximately 560,000 shares.\n\nThe actual tax benefit realized upon the vesting and issuance of restricted shares and performance-based stock is based on the fair value of the shares on the issue date, and the estimated tax benefit of the awards is based on fair value of the awards on the grant date. The actual tax benefit realized upon the vesting and issuance of restricted shares and performance-based stock in 2025 was $3.6 million more than the expected tax benefit for those shares; in 2024 the actual tax benefit was $4.4 million more than the expected tax benefit for those shares and in 2023 the actual tax benefit was $1.8 million more than the expected tax benefit for those shares. These differences in actual and expected tax benefits were recorded to income tax expense.\n\nAs of December 31, 2025, there was $47.7 million of total unrecognized compensation cost related to non-vested share based arrangements under the Plans. That cost is expected to be recognized over a weighted average period of approximately two years. The total fair value of shares vested during the years ended December 31, 2025, 2024 and 2023 was $43.7 million, $34.7 million and $22.1 million, respectively.\n\nThe Company issues new shares to satisfy its obligation to issue shares granted pursuant to the Plans.\n\nCash Incentive and Retention Plan\n\nThe Cash Incentive and Retention Plan (“CIRP”) allows the Company to provide cash compensation to the Company’s and its subsidiaries’ officers and employees. The CIRP is administered by the Compensation Committee of the Board of Directors. The CIRP generally provides for the grants of cash awards, which may be earned pursuant to the achievement of performance criteria established by the Compensation Committee and/or continued employment. The performance criteria, if any, established by the Compensation Committee must relate to one or more of the criteria specified in the CIRP, which includes: earnings, earnings growth, revenues, stock price, return on assets, return on equity, improvement of financial ratings, achievement of balance sheet or income statement objectives and expenses. These criteria may relate to the Company, a\n\n141\n\nparticular line of business or a specific subsidiary of the Company. The Company had no expense related to the CIRP in 2025, 2024 and 2023, and no awards were paid in those years. There were no outstanding awards under this plan at December 31, 2025.\n\nOther Employee Benefits\n\nWintrust and its subsidiaries also provide 401(k) Retirement Savings Plans (“401(k) Plans”). The 401(k) Plans cover all employees meeting certain eligibility requirements. Contributions by employees are made through salary deferrals at their direction, subject to certain Plan and statutory limitations. Employer contributions to the 401(k) Plans are made at the employer’s discretion. Eligible participants that have contributed to the 401(k) Plans are eligible to share in an allocation of employer contributions. The Company’s expense for the employer contributions to the 401(k) Plans was approximately $22.0 million in 2025, $19.7 million in 2024, and $19.2 million in 2023.\n\nThe Wintrust Financial Corporation Employee Stock Purchase Plan (“ESPP”) is designed to encourage greater stock ownership among employees, thereby enhancing employee commitment to the Company. The ESPP gives eligible employees the right to accumulate funds over an offering period to purchase shares of common stock. All shares offered under the ESPP will be either newly issued shares of the Company or shares issued from treasury, if any. In accordance with the ESPP, beginning January 1, 2015, the purchase price of the shares of common stock is equal to 95% of the closing price of the Company’s common stock on the last day of the offering period. During 2025, 2024 and 2023, 29,708, 32,942 and 46,034, shares of common stock, respectively, were purchased by participants and no compensation expense was recorded. The Company plans to continue to offer common stock through this ESPP on an ongoing basis and, in 2021, increased the shares authorized under the ESPP by 200,000 shares. At December 31, 2025, the Company had an obligation to issue 6,038 shares of common stock to participants and had 103,788 shares available for future grants under the ESPP.\n\nThe Company does not currently offer other postretirement benefits such as health care or other pension plans.\n\nDirectors Deferred Fee and Stock Plan\n\nThe Wintrust Financial Corporation Directors Deferred Fee and Stock Plan (“DDFS Plan”) allows directors of the Company and its subsidiaries to choose to receive payment of directors’ fees in either cash or common stock of the Company and to defer the receipt of the fees. The DDFS Plan is designed to encourage stock ownership by directors. All shares offered under the DDFS Plan will be either newly issued shares of the Company or shares issued from treasury. The number of shares issued is determined on a quarterly basis based on the fees earned during the quarter and the fair market value per share of the common stock on the last trading day of the preceding quarter. The shares are issued annually and the directors are entitled to dividends and voting rights upon the issuance of the shares. During 2020, an additional 200,000 shares were authorized under the DDFS Plan. During 2025, 2024 and 2023, a total of 17,546 shares, 14,927 shares and 63,001 shares, respectively, were issued to directors. For those directors that elect to defer the receipt of the common stock, the Company maintains records of stock units representing an obligation to issue shares of common stock. The number of stock units equals the number of shares that would have been issued had the director not elected to defer receipt of the shares. Additional stock units are credited at the time dividends are paid, however no voting rights are associated with the stock units. The shares of common stock represented by the stock units are issued in the year specified by the directors in their participation agreements. At December 31, 2025, the Company has an obligation to issue 313,281 shares of common stock to directors and has 24,218 shares available for future grants under the DDFS Plan.\n\n(19) Regulatory Matters\n\nBanking laws place restrictions upon the amount of dividends that can be paid to Wintrust by the banks. Based on these laws, the banks could, subject to minimum capital requirements, declare dividends to Wintrust without obtaining regulatory approval in an amount not exceeding (a) undivided profits, and (b) the amount of net income reduced by dividends paid for the current and prior two years. During 2025, 2024 and 2023, cash dividends totaling $600.0 million, $475.0 million and $360.0 million, respectively, were paid to Wintrust by the banks and other subsidiaries. As of December 31, 2025, the banks had approximately $929.8 million available to be paid as dividends to Wintrust without prior regulatory approval and without reducing their capital below the well-capitalized level.\n\nThe Company and the banks are subject to various regulatory capital requirements established by the federal banking agencies that take into account risk attributable to balance sheet and off-balance sheet activities. Failure to meet minimum capital requirements can initiate certain mandatory — and possibly discretionary — actions by regulators, that if undertaken could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the banks must meet specific capital guidelines that involve\n\n142\n\nquantitative measures of the Company’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices.\n\nQuantitative measures established by regulation to ensure capital adequacy require the Company and the banks to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and Tier 1 leverage capital (as defined) to average quarterly assets (as defined). The Federal Reserve’s capital guidelines require bank holding companies to maintain a minimum ratio of qualifying total capital to risk-weighted assets of 8.0%, of which at least 4.50% must be in the form of Common Equity Tier 1 capital and 6.0% must be in the form of Tier 1 capital. The Federal Reserve also requires a minimum leverage ratio of Tier 1 capital to average total assets of 4.0%. In addition, the Federal Reserve continues to consider the Tier 1 Leverage Ratio in evaluating proposals for expansion or new activities.\n\nAs reflected in the following table, the Company met all minimum capital requirements at December 31, 2025 and 2024:\n\n20252024\n\nTotal capital to risk weighted assets12.4 %12.3 %\n\nTier 1 capital to risk weighted assets11.0 10.7 \n\nCommon Equity Tier 1 capital to risk weighted assets10.3 9.9 \n\nTier 1 Leverage Ratio9.6 9.4 \n\nWintrust is designated as a financial holding company. Bank holding companies approved as financial holding companies may engage in an expanded range of activities, including the businesses conducted by its wealth management subsidiaries. As a financial holding company, Wintrust’s banks are required to maintain their capital positions at the “well-capitalized” level. As of December 31, 2025, the banks were categorized as well-capitalized under the regulatory framework for prompt corrective action. The ratios required for the banks to be “well capitalized” by regulatory definition are 10.0%, 8.0%, 6.5% and 5.0% for total capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, Common Equity Tier 1 capital to risk weighted assets and Tier 1 Leverage Ratio, respectively.\n\n143\n\nThe banks’ actual capital amounts and ratios as of December 31, 2025 and 2024 are presented in the following table:\n\nDecember 31, 2025December 31, 2024\n\n ActualTo Be Well\nCapitalized by\nRegulatory DefinitionActualTo Be Well\nCapitalized by\nRegulatory Definition\n\n (Dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio\n\nTotal Capital (to Risk Weighted Assets):\n\nLake Forest Bank$913,408 11.7 %$780,590 10.0 %$857,438 11.8 %$728,358 10.0 %\n\nHinsdale Bank611,707 11.7 523,012 10.0 543,925 11.9 458,046 10.0 \n\nWintrust Bank1,102,033 12.5 879,447 10.0 1,164,532 12.7 915,950 10.0 \n\nLibertyville Bank312,923 12.0 260,677 10.0 276,568 11.8 234,181 10.0 \n\nBarrington Bank519,425 11.5 449,975 10.0 472,428 11.4 413,497 10.0 \n\nCrystal Lake Bank218,761 12.3 177,720 10.0 187,820 11.8 159,314 10.0 \n\nNorthbrook Bank554,744 11.8 469,918 10.0 502,434 11.3 446,536 10.0 \n\nMacatawa382,248 12.7 301,217 10.0 307,82916.3189,23310.0 \n\nSchaumburg Bank246,955 12.9 191,443 10.0 229,770 12.2 187,982 10.0 \n\nVillage Bank347,992 11.6 300,127 10.0 310,037 11.5 270,656 10.0 \n\nBeverly Bank266,507 12.6 211,477 10.0 265,590 12.5 213,222 10.0 \n\nTown Bank448,206 12.1 371,326 10.0 387,911 11.4 340,161 10.0 \n\nWheaton Bank406,928 11.3 358,758 10.0 347,365 11.4 304,003 10.0 \n\nState Bank of the Lakes246,346 12.0 204,907 10.0 213,869 11.6 184,932 10.0 \n\nOld Plank Trail Bank311,608 11.8 265,015 10.0 271,641 11.3 241,562 10.0 \n\nSt. Charles Bank334,965 11.4 292,758 10.0 291,380 11.2 259,615 10.0 \n\nTier 1 Capital (to Risk Weighted Assets):\n\nLake Forest Bank$858,940 11.0 %$624,472 8.0 %$807,848 11.1 %$582,687 8.0 %\n\nHinsdale Bank576,775 11.0 418,409 8.0 512,323 11.2 366,437 8.0 \n\nWintrust Bank1,012,547 11.5 703,557 8.0 1,069,171 11.7 732,760 8.0 \n\nLibertyville Bank292,839 11.2 208,541 8.0 258,709 11.1 187,345 8.0 \n\nBarrington Bank491,794 10.9 359,980 8.0 453,022 11.0 330,798 8.0 \n\nCrystal Lake Bank204,432 11.5 142,176 8.0 176,144 11.1 127,451 8.0 \n\nNorthbrook Bank524,287 11.2 375,934 8.0 473,065 10.6 357,229 8.0 \n\nMacatawa355,462 11.8 240,974 8.0 293,54115.5151,3878.0 \n\nSchaumburg Bank234,406 12.2 153,154 8.0 216,675 11.5 150,386 8.0 \n\nVillage Bank318,322 10.6 240,102 8.0 286,808 10.6 216,524 8.0 \n\nBeverly Bank250,149 11.8 169,182 8.0 246,565 11.6 170,578 8.0 \n\nTown Bank422,451 11.4 297,061 8.0 366,265 10.8 272,129 8.0 \n\nWheaton Bank382,347 10.7 287,007 8.0 323,221 10.6 243,202 8.0 \n\nState Bank of the Lakes233,269 11.4 163,925 8.0 203,972 11.0 147,946 8.0 \n\nOld Plank Trail Bank292,554 11.0 212,012 8.0 255,788 10.6 193,249 8.0 \n\nSt. Charles Bank315,028 10.8 234,206 8.0 270,446 10.4 207,692 8.0 \n\nCommon Equity Tier 1 Capital (to Risk Weighted Assets):\n\nLake Forest Bank$858,940 11.0 %$507,384 6.5 %$807,848 11.1 %$473,433 6.5 %\n\nHinsdale Bank576,775 11.0 339,958 6.5 512,323 11.2 297,730 6.5 \n\nWintrust Bank1,012,547 11.5 571,640 6.5 1,069,171 11.7 595,367 6.5 \n\nLibertyville Bank292,839 11.2 169,440 6.5 258,709 11.1 152,218 6.5 \n\nBarrington Bank491,794 10.9 292,484 6.5 453,022 11.0 268,773 6.5 \n\nCrystal Lake Bank204,432 11.5 115,518 6.5 176,144 11.1 103,554 6.5 \n\nNorthbrook Bank524,287 11.2 305,447 6.5 473,065 10.6 290,248 6.5 \n\nMacatawa355,462 11.8 195,791 6.5 293,54115.5123,0026.5 \n\nSchaumburg Bank234,406 12.2 124,438 6.5 216,675 11.5 122,188 6.5 \n\nVillage Bank318,322 10.6 195,083 6.5 286,808 10.6 175,926 6.5 \n\nBeverly Bank250,149 11.8 137,460 6.5 246,565 11.6 138,594 6.5 \n\nTown Bank422,451 11.4 241,362 6.5 366,265 10.8 221,105 6.5 \n\nWheaton Bank382,347 10.7 233,193 6.5 323,221 10.6 197,602 6.5 \n\nState Bank of the Lakes233,269 11.4 133,189 6.5 203,972 11.0 120,206 6.5 \n\nOld Plank Trail Bank292,554 11.0 172,260 6.5 255,788 10.6 157,015 6.5 \n\nSt. Charles Bank315,028 10.8 190,293 6.5 270,446 10.4 168,750 6.5 \n\n144\n\nDecember 31, 2025December 31, 2024\n\n ActualTo Be Well\nCapitalized by\nRegulatory DefinitionActualTo Be Well\nCapitalized by\nRegulatory Definition\n\n (Dollars in thousands)AmountRatioAmountRatioAmountRatioAmountRatio\n\nTier 1 Leverage Ratio:\n\nLake Forest Bank$858,940 9.1 %$472,426 5.0 %$807,848 9.7 %$416,233 5.0 %\n\nHinsdale Bank576,775 9.9 291,840 5.0 512,323 9.6 266,427 5.0 \n\nWintrust Bank1,012,547 10.5 481,193 5.0 1,069,171 11.1 479,667 5.0 \n\nLibertyville Bank292,839 9.4 156,035 5.0 258,709 9.5 136,451 5.0 \n\nBarrington Bank491,794 10.4 235,898 5.0 453,022 10.7 212,429 5.0 \n\nCrystal Lake Bank204,432 10.2 100,266 5.0 176,144 9.8 89,519 5.0 \n\nNorthbrook Bank524,287 9.7 271,425 5.0 473,065 9.2 256,737 5.0 \n\nMacatawa355,462 10.8 164,001 5.0 293,54110.1144,9755.0 \n\nSchaumburg Bank234,406 10.1 115,689 5.0 216,675 10.0 108,031 5.0 \n\nVillage Bank318,322 9.4 168,839 5.0 286,808 9.6 149,062 5.0 \n\nBeverly Bank250,149 10.1 123,495 5.0 246,565 10.1 122,295 5.0 \n\nTown Bank422,451 9.5 221,588 5.0 366,265 8.9 205,847 5.0 \n\nWheaton Bank382,347 9.0 212,275 5.0 323,221 9.1 178,254 5.0 \n\nState Bank of the Lakes233,269 9.9 118,454 5.0 203,972 9.8 104,067 5.0 \n\nOld Plank Trail Bank292,554 9.1 161,477 5.0 255,788 8.9 143,480 5.0 \n\nSt. Charles Bank315,028 9.5 166,595 5.0 270,446 9.3 144,886 5.0 \n\nWintrust’s mortgage banking division is also required to maintain minimum net worth capital requirements with governmental agencies. The mortgage banking division’s net worth requirements are governed by the Department of Housing and Urban Development. As of December 31, 2025, this business unit met the minimum net worth capital requirements.\n\n(20) Commitments and Contingencies\n\nThe Company has outstanding, at any time, a number of commitments to extend credit. These commitments include revolving home equity line and other credit agreements, term loan commitments and standby and commercial letters of credit. Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party.\n\nThese commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized in the Consolidated Statements of Condition. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend commercial, commercial real estate and construction loans totaled $11.8 billion and $11.5 billion as of December 31, 2025 and 2024, respectively, and unused home equity lines totaled $1.0 billion and $999.1 million as of December 31, 2025 and 2024, respectively. Standby and commercial letters of credit totaled $520.2 million at December 31, 2025 and $503.4 million at December 31, 2024.\n\nIn addition, at December 31, 2025 and 2024, the Company had approximately $423.6 million and $361.3 million, respectively, in commitments to fund residential mortgage loans to be sold into the secondary market. These lending commitments are also considered derivative instruments. The Company also enters into forward contracts for the future delivery of residential mortgage loans at specified interest rates to reduce the interest rate risk associated with commitments to fund loans as well as mortgage loans held-for-sale. These forward contracts are also considered derivative instruments and had contractual amounts of approximately $413.2 million at December 31, 2025 and $377.5 million at December 31, 2024. See Note (21) “Derivative Financial Instruments” in Item 8 of this report for further discussion on derivative instruments.\n\nThe Company enters into residential mortgage loan sale agreements with investors in the normal course of business. These agreements usually require certain representations concerning credit information, loan documentation, collateral and insurability. On occasion, investors have requested the Company to indemnify them against losses on certain loans or to repurchase loans which the investors believe do not comply with applicable representations. Management maintains a liability for estimated losses on loans expected to be repurchased or on which indemnification is expected to be provided and regularly\n\n145\n\nevaluates the adequacy of this recourse liability based on trends in repurchase and indemnification requests, actual loss experience, known and inherent risks in the loans, and current economic conditions. The Company sold approximately $2.6 billion of mortgage loans in 2025 and 2024. The liability for estimated losses on repurchase and indemnification claims for residential mortgage loans previously sold to investors was approximately $578,000 and $188,000 at December 31, 2025 and 2024, respectively, and was included in other liabilities on the Consolidated Statements of Condition. Losses charged against the liability were $117,100 in 2025 as compared to $60,100 in 2024. These losses relate to mortgages which experienced early payment and other defaults meeting certain representation and warranty recourse requirements.\n\nThe Company had unfunded commitments to investment partnerships that qualify for CRA purposes totaling $160.7 million and $94.1 million as of December 31, 2025 and 2024, respectively. Of these commitments, $126.3 million and $67.0 million related to legally-binding unfunded commitments for tax-credit investments and were included within other liabilities on the Consolidated Statements of Condition as of December 31, 2025 and 2024, respectively.\n\nLitigation Matters\n\nIn accordance with applicable accounting principles, the Company establishes an accrued liability for litigation and threatened litigation actions and proceedings when those actions present loss contingencies, which are both probable and estimable. In actions for which a loss is reasonably possible in future periods, the Company determines whether it can estimate a loss or range of possible loss. To determine whether a possible loss is estimable, the Company reviews and evaluates its material litigation on an ongoing basis, in conjunction with any outside counsel handling the matter, in light of potentially relevant factual and legal developments. This review may include information learned through the discovery process, rulings on substantive or dispositive motions, and settlement discussions.\n\nWintrust Mortgage California PAGA Matter\n\nOn May 24, 2022, a former Wintrust Mortgage employee filed a California Private Attorney General Act (“PAGA”) suit, not individually, but as representative of all Wintrust Mortgage’s California hourly employees, against Wintrust Mortgage in the Superior Court of San Diego County, California. Plaintiff alleges Wintrust Mortgage failed to provide: (i) accurate sick leave accrual and pay; (ii) overtime wages; (iii) accurately itemized wage statements; (iv) meal breaks and meal premiums; (v) timely payment of earned wages; (vi) payment of all earned wages; and (vii) payment of all vested vacation hours. Wintrust Mortgage disputes the validity of Plaintiff’s claims and believes, to the extent there were defects in complying with California law governing the payment of compensation to Plaintiff, such errors would have been de minimis. Plaintiff also has an arbitration agreement with a collective and class action waiver and on January 19, 2023, Wintrust Mortgage moved to compel arbitration. The court stayed litigation pending mediation, which was held on May 13, 2024. The parties agreed to settle the dispute for an immaterial amount. On October 16, 2024, the court entered an order approving the settlement and on December 31, 2024, the funds were disbursed to the settlement administrator. The settlement administrator disbursed the settlement funds during the first quarter of 2025, bringing this matter to conclusion.\n\nWintrust Mortgage Fair Lending Matter\n\nOn May 25, 2022, a Wintrust Mortgage customer filed a putative class action and asserted individual claims against Wintrust Mortgage and Wintrust Financial Corporation in the District Court for the Northern District of Illinois. Plaintiff alleges that Wintrust Mortgage discriminated against black/African American borrowers and brings class claims under the Equal Credit Opportunity Act, Sections 1981 and 1982 under Chapter 42 of the United States Code; and the Fair Housing Act of 1968. Plaintiff also asserts individual claims under theories of promissory estoppel, fraudulent inducement, and breach of contract. On September 23, 2022, Wintrust filed a motion to dismiss the entire suit and the court granted that motion to dismiss on September 27, 2023 and gave Plaintiff until October 20, 2023 to file an amended complaint. Plaintiff timely filed an amended complaint. Wintrust moved to dismiss the amended complaint on November 21, 2023 and on February 5, 2026, the court granted Wintrust’s motion with prejudice.\n\nOther Matters\n\nIn addition, the Company and its subsidiaries, from time to time, are subject to pending and threatened legal action and proceedings arising in the ordinary course of business.\n\nBased on information currently available and upon consultation with counsel, management believes that the eventual outcome of any pending or threatened legal actions and proceedings described above, including our ordinary course litigation, will not have a material adverse effect on the operations or financial condition of the Company. However, it is possible that the ultimate\n\n146\n\nresolution of these matters, if unfavorable, may be material to the results of operations or financial condition for a particular period.\n\n(21) Derivative Financial Instruments\n\nThe Company primarily enters into derivative financial instruments as part of its strategy to manage its exposure to changes in interest rates. Derivative instruments represent contracts between parties that result in one party delivering cash to the other party based on a notional amount and an underlying term (such as a rate, security price or price index or commodity price) as specified in the contract. The amount of cash delivered from one party to the other is determined based on the interaction of the notional amount of the contract with the underlying term. Derivatives are also implicit in certain contracts and commitments.\n\nThe derivative financial instruments currently used by the Company to manage its exposure to interest rate risk include: (1) interest rate swaps, collars and floors to manage the interest rate risk of certain fixed and variable rate assets and variable rate liabilities; (2) interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market; (3) forward commitments for the future delivery of such mortgage loans to protect the Company from adverse changes in interest rates and corresponding changes in the value of mortgage loans held-for-sale; (4) covered call options to economically hedge specific investment securities and receive fee income, effectively enhancing the overall yield on such securities to compensate for potential net interest margin compression; and (5) options and swaps to economically hedge a portion of the fair value adjustments related to the Company’s mortgage servicing rights portfolio. The Company also enters into derivatives (typically interest rate swaps and commodity forward contracts) with certain qualified borrowers to facilitate the borrowers’ risk management strategies and concurrently enters into mirror-image derivatives with a third party counterparty, effectively making a market in the derivatives for such borrowers. Additionally, the Company enters into foreign currency contracts to manage foreign exchange risk associated with certain foreign currency denominated assets.\n\nThe Company recognizes derivative financial instruments in the consolidated financial statements at fair value regardless of the purpose or intent for holding the instrument. The Company records derivative assets and derivative liabilities on the Consolidated Statements of Condition within accrued interest receivable and other assets and accrued interest payable and other liabilities, respectively. Changes in the fair value of derivative financial instruments are either recognized in income or in shareholders’ equity as a component of accumulated other comprehensive income or loss depending on whether the derivative financial instrument qualifies for hedge accounting and, if so, whether it qualifies as a fair value hedge or cash flow hedge.\n\nChanges in fair values of derivatives accounted for as fair value hedges are recorded in income in the same period and in the same income statement line as changes in the fair values of the hedged items that relate to the hedged risk(s). Changes in fair values of derivative financial instruments accounted for as cash flow hedges are recorded as a component of accumulated other comprehensive income or loss, net of deferred taxes, and reclassified to earnings when the hedged transaction affects earnings. Changes in fair values of derivative financial instruments not designated in a hedging relationship pursuant to ASC 815 are reported in non-interest income during the period of the change. Derivative financial instruments are valued by a third party and are corroborated by comparison with valuations provided by the respective counterparties. Fair values of certain mortgage banking derivatives (interest rate lock commitments and forward commitments to sell mortgage loans) are estimated based on changes in mortgage interest rates from the date of the loan commitment. The fair value of foreign currency derivatives is computed based on changes in foreign currency rates stated in the contract compared to those prevailing at the measurement date. Commodity derivative fair values are computed based on changes in the price per unit stated in the contract compared to those prevailing at the measurement date.\n\n147\n\nThe table below presents the fair value of the Company’s derivative financial instruments as of December 31, 2025 and December 31, 2024:\n\nDerivative AssetsDerivative Liabilities\n\n(In thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2024\n\nDerivatives designated as hedging instruments under ASC 815:\n\nInterest rate derivatives designated as Cash Flow Hedges$53,622 $7,329 $3,363 $56,084 \n\nInterest rate derivatives designated as Fair Value Hedges5,350 10,001 496 87 \n\nTotal derivatives designated as hedging instruments under ASC 815$58,972 $17,330 $3,859 $56,171 \n\nDerivatives not designated as hedging instruments under ASC 815:\n\nInterest rate derivatives$116,562 $177,553 $116,745 $183,799 \n\nInterest rate lock commitments3,416 1,950 — 18 \n\nForward commitments to sell mortgage loans104 1,297 2,729 88 \n\nCommodity forward contracts448 766 288 583 \n\nForeign exchange contracts165 1,131 153 1,091 \n\nTotal derivatives not designated as hedging instruments under ASC 815$120,695 $182,697 $119,915 $185,579 \n\nTotal Derivatives$179,667 $200,027 $123,774 $241,750 \n\nCash Flow Hedges of Interest Rate Risk\n\nThe Company’s objectives in using interest rate derivatives are to add stability to net interest income and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps, collars and floors as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts to or from a counterparty in exchange for the Company receiving or paying fixed-rate payments over the life of the agreements without the exchange of the underlying notional amount. Interest rate collars designated as cash flow hedges involve the settlement of amounts in which the interest rate specified in the contract exceeds the agreed upon cap strike rate or in which the interest rate specified in the contract is below the agreed upon floor strike rate at the end of each period. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium.\n\nAs of December 31, 2025, the Company had various interest rate collar, swap and floor derivatives designated as cash flow hedges of variable rate loans. When the relationship between the hedged item and hedging instrument is highly effective at achieving offsetting changes in cash flows attributable to the hedged risk, changes in the fair value of these cash flow hedges are recorded in accumulated other comprehensive income or loss and are subsequently reclassified to interest income as interest payments are made on such variable rate loans. The changes in fair value (net of tax) are separately disclosed in the Consolidated Statements of Comprehensive Income.\n\nThe table below provides details on these cash flow hedges, summarized by derivative type and maturity, as of December 31, 2025:\n\nDecember 31, 2025\n\n(In thousands)Range of MaturitiesNotional\nAmountFair Value\nAsset (Liability)\n\nFloor at 1-month CME Term SOFR\nSeptember 2028 - December 2029\n$450,000 $2,095 \n\nInterest rate collars at 1-month CME term SOFR\nOctober 2026 - September 2027\n1,750,000 (2,208)\n\nInterest rate swaps at 1-month CME term SOFR (1)\n\nFebruary 2026 - October 2031\n4,650,000 50,372 \n\nTotal Cash Flow Hedges$6,850,000 $50,259 \n\n(1)The notional amount includes forward-starting swaps that are not yet effective.\n\n148\n\nIn the first quarter of 2022, the Company terminated interest rate swap derivative contracts designated as cash flow hedges of variable rate deposits with a total notional value of $1.0 billion and a five-year term effective July 2022. At the time of termination, the fair value of the derivative contracts totaled an asset of $66.5 million, with such adjustments to fair value recorded in accumulated other comprehensive income or loss. In the second quarter of 2022, the Company terminated two interest rate swap derivative contracts designated as cash flow hedges of variable rate deposits with a total notional value of $500.0 million each effective since April 2020. The remaining terms of such derivative contracts were through March 2023 and April 2024 and, at the time of termination, the fair value of the derivative contracts totaled assets of $3.7 million and $10.7 million, respectively, with such adjustments to fair value recorded in accumulated other comprehensive income or loss. In the fourth quarter of 2022, the Company terminated one additional interest rate collar derivative contract designated as a cash flow hedge of the Term Facility with a total notional value of $64.3 million effective since September 2018. The remaining term of such derivative contract was through September 2023 and, at the time of termination, the fair value of the derivative contract totaled an asset of $875,000, with such adjustments to fair value recorded in accumulated other comprehensive income or loss.\n\nFor all such terminations, as the hedged forecasted transactions (interest payments on variable rate deposits and the Term Facility) are still expected to occur over the remaining term of such terminated derivatives, such adjustments will remain in accumulated other comprehensive income or loss and be reclassified as a reduction to interest expense on a straight-line basis over the original term of the terminated derivative contracts.\n\nA rollforward of the amounts in accumulated other comprehensive income or loss related to interest rate derivatives designated as cash flow hedges, including such derivative contracts terminated during the period, follows:\n\n Years Ended December 31,\n\n(In thousands)20252024\n\nUnrealized (loss) gain at beginning of period$(15,508)$43,538 \n\nAmount reclassified from accumulated other comprehensive income or loss to interest income or expense on deposits, loans and other borrowings16,311 72,674 \n\nAmount of gain (loss) recognized in other comprehensive income or loss66,309 (131,720)\n\nUnrealized gain (loss) at end of period$67,112 $(15,508)\n\nAs of December 31, 2025, the Company estimated that during the next 12 months, $16.9 million will be reclassified from accumulated other comprehensive income or loss as an increase to net interest income. Such estimate consists of $13.3 million reclassified as a reduction to interest expense on the terminated cash flow hedges discussed above and $3.6 million reclassified as an increase to interest income related to the interest rate collars floors and swaps noted above that remain outstanding.\n\nFair Value Hedges of Interest Rate Risk\n\nInterest rate swaps designated as fair value hedges involve the payment of fixed amounts to a counterparty in exchange for the Company receiving variable payments over the life of the agreements without the exchange of the underlying notional amount. As of December 31, 2025, the Company had 13 interest rate swaps with an aggregate notional amount of $118.4 million that were designated as fair value hedges primarily associated with fixed rate commercial and industrial and commercial real estate loans as well as life insurance premium finance receivables.\n\nFor derivatives designated and that qualify as fair value hedges, the net gain or loss from the entire change in the fair value of the derivative instrument is recognized in the same income statement line item as the earnings effect, including the net gain or loss of the hedged item (interest income earned on fixed rate loans) when the hedged item affects earnings.\n\n149\n\nThe following table presents the carrying amount of the hedged assets/(liabilities) and the cumulative amount of fair value hedging adjustment included in the carrying amount of the hedged assets/(liabilities) that are designated as a fair value hedge accounting relationship as of December 31, 2025:\n\nDecember 31, 2025\n\n(In thousands)\n\nDerivatives in Fair Value\n\nHedging Relationships\nLocation in the Statement of ConditionCarrying Amount of the Hedged Assets/(Liabilities)Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities) Cumulative Amount of Fair Value Hedging Adjustment Remaining for any Hedged Assets/(Liabilities) for which Hedge Accounting has been Discontinued\n\nInterest rate swapsLoans, net of unearned income$113,117 $(4,810)$(31)\n\nAvailable-for-sale debt securities456 (2)— \n\nThe following table presents the gain or loss recognized related to derivative instruments that are designated as fair value hedges for the respective period:\n\n(In thousands)Location of Gain or (Loss) Recognized in Income on DerivativeYear Ended\nDecember 31,\n\nDerivatives in Fair Value\nHedging Relationships2025\n\nInterest rate swapsInterest and fees on loans$(7)\n\nNon-Designated Hedges\n\nThe Company does not use derivatives for speculative purposes. Derivatives not designated as accounting hedges are used to manage the Company’s economic exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements of ASC 815. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings.\n\nThe Company has interest rate derivatives, including swaps and option products, resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products (typically interest rate swaps) directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the Company’s commercial borrowers to effectively convert a variable rate loan to a fixed rate. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At December 31, 2025 and 2024, the Company had interest rate derivative transactions with an aggregate notional amount of approximately $15.2 billion and $13.3 billion, respectively, (all interest rate swaps and caps with customers and third parties) related to this program. At December 31, 2025, these interest rate derivatives had maturity dates ranging from January 2026 to August 2037.\n\nMortgage Banking Derivatives—These derivatives include interest rate lock commitments provided to customers to fund certain mortgage loans to be sold into the secondary market and forward commitments for the future delivery of such loans. It is the Company’s practice to enter into forward commitments for the future delivery of a portion of our residential mortgage loan production when interest rate lock commitments are entered into in order to economically hedge the effect of future changes in interest rates on its commitments to fund the loans as well as on its portfolio of mortgage loans held-for-sale. The Company’s mortgage banking derivatives have not been designated as being in hedge relationships. At December 31, 2025 and 2024, the Company had interest rate lock commitments with an aggregate notional amount of approximately $161.9 million and $120.7 million and forward commitments to sell mortgage loans with an aggregate notional amount of approximately $413.2 million and $377.5 million. The fair values of these derivatives were estimated based on changes in mortgage rates from the dates of the commitments. Changes in the fair value of these mortgage banking derivatives are included in mortgage banking revenue.\n\nCommodity Derivatives—The Company has commodity forward contracts resulting from a service the Company provides to certain qualified borrowers. The Company’s banking subsidiaries execute certain derivative products directly with qualified commercial borrowers to facilitate their respective risk management strategies. For example, these arrangements allow the\n\n150\n\nCompany’s commercial borrowers to effectively purchase or sell a given commodity at an agreed-upon price on an agreed-upon settlement date. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. At December 31, 2025 and 2024, the Company had commodity derivative transactions with an aggregate notional amount of approximately $4.1 million and $5.2 million, respectively, (all forward contracts with customers and third parties) related to this program. At December 31, 2025, these commodity derivatives had maturity dates ranging from January 2026 to October 2027.\n\nForeign Currency Derivatives—The Company has foreign currency derivative contracts resulting from a service the Company provides to certain qualified customers. The Company’s banking subsidiaries execute certain derivative products directly with qualified customers to facilitate their respective risk management strategies related to foreign currency fluctuations. For example, these arrangements allow the Company’s customers to effectively exchange the currency of one country for the currency of another country at an agreed-upon price on an agreed-upon settlement date. In order to minimize the Company’s exposure on these transactions, the Company simultaneously executes offsetting derivatives with third parties. In most cases, the offsetting derivatives have mirror-image terms, which result in the positions’ changes in fair value substantially offsetting through earnings each period. However, to the extent that the derivatives are not a mirror-image and because of differences in counterparty credit risk, changes in fair value will not completely offset resulting in some earnings impact each period. Changes in the fair value of these derivatives are included in other non-interest income. As of December 31, 2025 and 2024, the Company held foreign currency derivatives with an aggregate notional amount of approximately $84.0 million and $97.1 million, respectively.\n\nOther Derivatives—Periodically, the Company will sell options to a bank or dealer for the right to purchase certain securities held within the banks’ investment portfolios (covered call options). These option transactions are designed to increase the total return associated with the investment securities portfolio. These options do not qualify as accounting hedges pursuant to ASC 815 and, accordingly, changes in the fair value of these contracts are recognized as other non-interest income. There were no covered call options outstanding as of December 31, 2025 or December 31, 2024.\n\nPeriodically, the Company will purchase options for the right to purchase securities not currently held within the banks’ investment portfolios or enter into interest rate swaps in which the Company elects to not designate such derivatives as hedging instruments. These option and swap transactions are designed primarily to economically hedge a portion of the fair value adjustments related to the Company’s mortgage servicing rights portfolio. The gain or loss associated with these derivative contracts are included in mortgage banking revenue. At December 31, 2025 the Company held ten interest rate derivatives with an aggregate notional value of $362.0 million and ten interest rate derivatives with an aggregate notional value of $295.0 million at December 31, 2024 for such purpose of economically hedging a portion of the fair value adjustment related to its mortgage servicing rights portfolio.\n\nAmounts included in the Consolidated Statements of Income related to derivative instruments not designated in hedge relationships were as follows:\n\n(In thousands)Years Ended\nDecember 31,\n\nDerivativeLocation in income statement20252024\n\nInterest rate swaps and capsTrading gains, net$(250)$59 \n\nMortgage banking derivativesMortgage banking(2,004)952 \n\nCommodity contractsTrading gains, net(24)184 \n\nForeign exchange contractsTrading gains, net204 (84)\n\nCovered call optionsFees from covered call options20,681 10,196 \n\nDerivative contract held as economic hedge on MSRsMortgage banking5,272 (7,909)\n\n151\n\nCredit Risk\n\nDerivative instruments have inherent risks, primarily market risk and credit risk. Market risk is associated with changes in the value of an underlying asset. Credit risk relates to the risk that the counterparty will fail to perform according to the terms of the agreement. The Company is exposed to the credit risk of its commercial borrowers and third party financial institutions who are counterparties to interest rate derivatives with the Company.\n\nThe counterparty credit risk associated with the mirror-image swaps executed with third party financial institutions, is monitored and managed as part of the Company’s overall asset-liability management process, except that the counterparty credit risk related to derivatives entered into with certain qualified borrowers is managed through the Company’s standard loan underwriting process for commercial borrowers since these derivatives typically share in the collateral provided by the loan agreements.\n\nWhen deemed necessary, appropriate types and amounts of collateral are obtained to minimize credit exposure. The Company hedges the market risk of derivatives transactions with commercial borrowers by entering into offsetting transactions with large, highly rated financial institutions. These exposures are generally secured by cash under bilateral Credit Support Annexes (“CSAs”), which are a component of the International Swaps and Derivatives Association (“ISDA”) Master Agreements executed with counterparties.\n\nAggregate counterparty exposures are monitored against various types of credit limits established to contain risk within parameters. Counterparty credit risk is managed by the Counterparty Credit Risk Management team in accordance with SR 11-10, Interagency Counterparty Credit Risk Guidance, which was issued in 2011 in response to the financial crisis of 2008. The guidance addresses counterparty credit risk governance, measurement, management, and systems. Specifically, counterparty risk is managed through the establishment and regular review of exposure limits, formalization of limits in policy and procedure, ongoing review of models, and having a single platform to allow for the timely aggregation of exposures. The Counterparty Credit Risk Management team uses a variety of approaches to monitor counterparty financial performance, including monitoring of credit exposure versus limits, use of early warning reports, and daily and intraday monitoring of financial developments.\n\nThe Company has agreements with certain of its interest rate derivative counterparties that contain cross-default provisions, which provide that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. The Company also has agreements with certain of its derivative counterparties that contain a provision allowing the counterparty to terminate the derivative positions if the Company fails to maintain its status as a well or adequately capitalized institution, which would require the Company to settle its obligations under the agreements. If the Company were to breach any of these provisions, at a time when the derivatives subject to such agreements are in a liability position, and the derivatives were to be terminated as a result, the Company would be required to settle its obligations under the agreements at the termination value and would be required to pay any additional amounts due in excess of amounts previously posted as collateral with the respective counterparty. As of December 31, 2025, there were $2.0 million derivatives that were subject to such agreements in a net liability position.\n\nThe Company records interest rate derivatives subject to master netting agreements at their gross value and does not offset derivative assets and liabilities on the Consolidated Statements of Condition. The table below summarizes the Company’s interest rate derivatives and offsetting positions as of the dates shown.\n\nDerivative AssetsDerivative Liabilities\n\nFair ValueFair Value\n\n(In thousands)December 31, 2025December 31, 2024December 31, 2025December 31, 2024\n\nGross Amounts Recognized$175,534 $194,883 $120,604 $239,970 \n\nLess: Amounts offset in the Statements of Condition— — — — \n\nNet amount presented in the Statements of Condition$175,534 $194,883 $120,604 $239,970 \n\nGross amounts not offset in the Statements of Condition\n\nOffsetting Derivative Positions$(60,108)$(74,656)$(60,108)$(74,656)\n\nCollateral Posted (46,894)(78,550)(1,963)— \n\nNet Credit Exposure$68,532 $41,677 $58,533 $165,314 \n\n152\n\n(22) Fair Value of Assets and Liabilities\n\nThe Company measures, monitors and discloses certain of its assets and liabilities on a fair value basis. These financial assets and financial liabilities are measured at fair value in three levels, based on the markets in which the assets and liabilities are traded and the observability of the inputs used to determine fair value. These levels are:\n\n•Level 1 — unadjusted quoted prices in active markets for identical assets or liabilities.\n\n•Level 2 — inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability or inputs that are derived principally from or corroborated by observable market data by correlation or other means.\n\n•Level 3 — significant unobservable inputs that reflect the Company’s own assumptions that market participants would use in pricing the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.\n\nA financial instrument’s categorization within the above valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the assets or liabilities. The following is a description of the valuation methodologies used for the Company’s assets and liabilities measured at fair value on a recurring basis.\n\nAvailable-for-sale debt securities, trading account securities and equity securities with readily determinable fair value — Fair values for available-for-sale debt securities, trading account securities and equity securities with readily determinable fair value are typically based on prices obtained from independent pricing vendors. Securities measured with these valuation techniques are generally classified as Level 2 of the fair value hierarchy. Typically, standard inputs such as benchmark yields, reported trades for similar securities, issuer spreads, benchmark securities, bids, offers and reference data including market research publications are used to determine the fair value of these securities. When these inputs are not available, broker/dealer quotes may be obtained by the vendor to determine the fair value of the security. We review the vendor’s pricing methodologies to determine if observable market information is being used, versus unobservable inputs. Fair value measurements using significant inputs that are unobservable in the market due to limited activity or a less liquid market are classified as Level 3 in the fair value hierarchy. The fair value of U.S. Treasury securities and certain equity securities with readily determinable fair value are based on unadjusted quoted prices in active markets for identical securities. As such, these securities are classified as Level 1 in the fair value hierarchy.\n\nThe Company’s Investment Operations Department is responsible for the valuation of Level 3 available-for-sale debt securities. The methodology and variables used as inputs in pricing Level 3 securities are derived from a combination of observable and unobservable inputs. The unobservable inputs are determined through internal assumptions that may vary from period to period due to external factors, such as market movement and credit rating adjustments.\n\nAt December 31, 2025, the Company classified $99.6 million of municipal securities as Level 3. These municipal securities are bond issues for various municipal government entities primarily located in the Chicago metropolitan area, southern Wisconsin and west Michigan and are privately placed, non-rated bonds without CUSIP numbers. The Company’s methodology for pricing these securities focuses on three distinct inputs: equivalent rating, yield and other pricing terms. To determine the rating for a given non-rated investment debt security, the Investment Operations Department references a rated, publicly issued bond by the same issuer if available. A reduction is then applied to the rating obtained from the comparable bond, as the Company believes if liquidated, a non-rated bond would be valued less than a similar bond with a verifiable rating. The reduction applied by the Company is one complete rating grade (i.e., a “AA” rating for a comparable bond would be reduced to “A” for the Company’s valuation). For bond issues without comparable bond proxies, a rating of “BBB” was assigned. For the year ended December 31, 2025, all of the ratings derived by the Investment Operations Department using the above process were “BBB” or better. The fair value measurement noted above is sensitive to the rating input, as a higher rating typically results in an increased valuation. The remaining pricing inputs used in the bond valuation are observable. Based on the rating determined in the above process, Investment Operations obtains a corresponding current market yield curve available to market participants. Other terms including coupon, maturity date, redemption price, number of coupon payments per year, and accrual method are obtained from the individual bond term sheets. Certain municipal bonds held by the Company at December 31, 2025 are\n\ncontinuously callable. When valuing these bonds, the fair value is capped at par value as the Company assumes a market participant would not pay more than par for a continuously callable bond.\n\nMortgage loans held-for-sale — The fair value of mortgage loans held-for-sale is typically determined by reference to investor price sheets for loan products with similar characteristics. Loans measured with this valuation technique are classified as Level 2 in the fair value hierarchy.\n\nAt December 31, 2025, the Company classified $53.8 million of certain delinquent mortgage loans held-for-sale as Level 3. For such delinquent loans in which investor interest may be limited, the Company estimates fair value by discounting future scheduled cash flows for the specific loan through its life, adjusted for estimated credit losses. The Company uses a discount rate based on prevailing market coupon rates on loans with similar characteristics. The assumed weighted average discount rate used as an input to value these loans at December 31, 2025 was 5.02%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. Additionally, the weighted average credit discount used as an input to value the specific loans was 0.92% with a credit loss discount ranging from 0% to 35% at December 31, 2025.\n\nLoans held-for-investment — The fair value of loans held-for-investment is typically determined by reference to investor price sheets for loan products with similar characteristics. Loans measured with this valuation technique are classified as Level 2 in the fair value hierarchy.\n\nThe fair value for certain loans in which the Company previously elected the fair value option is estimated by discounting future scheduled cash flows for the specific loan through maturity, adjusted for estimated credit losses and prepayment or life assumptions. These loans primarily consist of early buyout loans guaranteed by U.S. government agencies that are delinquent and, as a result, investor interest may be limited. The Company uses a discount rate based on the actual coupon rate of the underlying loan. At December 31, 2025, the Company classified $56.2 million of loans held-for-investment carried at fair value as Level 3. The assumed weighted average discount rate used as an input to value these loans at December 31, 2025 was 5.12%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. As noted above, the fair value estimate also includes assumptions of prepayment speeds and average life as well as credit losses. The weighted average prepayments speed used as an input to value current loans was 9.92% at December 31, 2025. Prepayment speeds are inversely related to the fair value of these loans as an increase in prepayment speeds results in a decreased valuation. For delinquent loans in which performance is not assumed and there is a higher probability of resolution of the loan ending in foreclosure, the weighted average life of such loans was 5.9 years. Average life is inversely related to the fair value of these loans as an increase in estimated life results in a decreased valuation. Additionally, the weighted average credit discount used as an input to value the specific loans was 1.51% with credit loss discounts ranging from 0% to 22% at December 31, 2025.\n\nMSRs — Fair value for MSRs is determined utilizing a valuation model which calculates the fair value of each servicing right based on the present value of estimated future cash flows. The Company uses a discount rate commensurate with the risk associated with each servicing right, given current market conditions. At December 31, 2025, the Company classified $195.0 million of MSRs as Level 3. The weighted average discount rate used as an input to value the pool of MSRs at December 31, 2025 was 9.83% with discount rates applied ranging from 9% to 15%. The higher the rate utilized to discount estimated future cash flows, the lower the fair value measurement. The fair value of MSRs was also estimated based on other assumptions including prepayment speeds and the cost to service. Prepayment speeds ranged from 6% to 86% or a weighted average prepayment speed of 9.92%. Further, for current and delinquent loans, the Company assumed a weighted average cost of servicing of $76 and $382, respectively, per loan. Prepayment speeds and the cost to service are both inversely related to the fair value of MSRs as an increase in prepayment speeds or the cost to service results in a decreased valuation. See Note (6) “Mortgage Servicing Rights (“MSRs”)” for further discussion of MSRs.\n\nDerivative instruments — The Company’s derivative instruments include swaps, collars and purchased options such as caps and floors, commitments to fund mortgages for sale into the secondary market (interest rate locks), forward commitments to end investors for the sale of mortgage loans, commodity future contracts and foreign currency contracts. Interest rate swaps, caps and collars and commodity future contracts are valued by a third party, using models that primarily use market observable inputs, such as yield curves and commodity prices prevailing at the measurement date, and are classified as Level 2 in the fair value hierarchy. The credit risk associated with derivative financial instruments that are subject to master netting agreements is measured on a net basis by counterparty portfolio. The fair value for mortgage-related derivatives is based on changes in mortgage rates from the date of the commitments. The fair value of foreign currency derivatives is computed based on change in foreign currency rates stated in the contract compared to those prevailing at the measurement date.\n\nAt December 31, 2025, the Company classified $3.4 million of derivative assets related to interest rate locks as Level 3. The fair value of interest rate locks is based on prices obtained for loans with similar characteristics from third parties, adjusted for the pull-through rate, which represents the Company’s best estimate of the likelihood that a committed loan will ultimately\n\n154\n\nfund. The weighted-average pull-through rate at December 31, 2025 was 83.02% with pull-through rates applied ranging from 10% to 100%. Pull-through rates are directly related to the fair value of interest rate locks as an increase in the pull-through rate results in an increased valuation.\n\nNonqualified deferred compensation assets — The underlying assets relating to the nonqualified deferred compensation plan are included in a trust and primarily consist of non-exchange traded institutional funds which are priced based by an independent third party service. These assets are classified as Level 2 in the fair value hierarchy.\n\nThe following tables present the balances of assets and liabilities measured at fair value on a recurring basis for the periods presented:\n\n December 31, 2025\n\n(In thousands)TotalLevel 1Level 2Level 3\n\nAvailable-for-sale securities\n\nU.S. Treasury$7,035 $7,035 $— $— \n\nU.S. government agencies47,471 — 47,471 — \n\nMunicipal162,166 — 62,563 99,603 \n\nCorporate notes77,295 — 77,295 — \n\nMortgage-backed5,942,296 — 5,942,296 — \n\nEquity securities with readily determinable fair value63,770 55,704 8,066 — \n\nMortgage loans held-for-sale340,745 — 286,931 53,814 \n\nLoans held-for-investment151,590 — 95,390 56,200 \n\nMSRs195,023 — — 195,023 \n\nNonqualified deferred compensation assets18,112 — 18,112 — \n\nDerivative assets179,667 — 176,251 3,416 \n\nTotal$7,185,170 $62,739 $6,714,375 $408,056 \n\nDerivative liabilities$123,774 $— $123,774 $— \n\n December 31, 2024\n\n(In thousands)TotalLevel 1Level 2Level 3\n\nAvailable-for-sale securities\n\nU.S. Treasury$37,907 $37,907 $— $— \n\nU.S. government agencies44,945 — 44,945 — \n\nMunicipal184,593 — 62,986 121,607 \n\nCorporate notes81,162 — 81,162 — \n\nMortgage-backed3,792,875 — 3,792,875 — \n\nTrading account securities4,072 — 4,072 — \n\nEquity securities with readily determinable fair value215,412 207,346 8,066 — \n\nMortgage loans held-for-sale331,261 — 270,862 60,399 \n\nLoans held-for-investment158,795 — 123,899 34,896 \n\nMSRs203,788 — — 203,788 \n\nNonqualified deferred compensation assets16,653 — 16,653 — \n\nDerivative assets200,027 — 198,077 1,950 \n\nTotal$5,271,490 $245,253 $4,603,597 $422,640 \n\nDerivative liabilities$241,750 $— $241,750 $— \n\nThe aggregate remaining contractual principal balance outstanding as of December 31, 2025 and 2024 for mortgage loans held- for-sale measured at fair value under ASC 825 was $343.3 million and $335.9 million, respectively, while the aggregate fair value of mortgage loans held-for-sale was $340.7 million and $331.3 million, respectively, as shown in the above tables. At December 31, 2025, approximately $700,000 of mortgage loans held-for-sale were classified as nonaccrual compared to $4.0 million as of December 31, 2024. Additionally, there were $53.1 million of loans past due greater than 90 days and still accruing interest within the mortgage loans held-for-sale portfolio as of December 31, 2025 compared to $59.3 million as of December 31, 2024. All of the nonaccrual loans and loans past due greater than 90 days and still accruing within the mortgage\n\n155\n\nloans held-for-sale portfolio as of December 31, 2025 and December 31, 2024 were individual delinquent mortgage loans bought back from GNMA at the unconditional option of the Company as servicer for those loans.\n\nThe aggregate remaining contractual principal balance outstanding as of December 31, 2025 and 2024 for loans held-for-investment measured at fair value under ASC 825 was $148.1 million and $157.8 million, respectively, while the aggregate fair value of loans held-for-investment was $151.6 million and $158.8 million, respectively, as shown in the above tables.\n\nThe changes in Level 3 assets measured at fair value on a recurring basis during the years ended December 31, 2025 and 2024 are summarized as follows:\n\n(In thousands)MunicipalMortgage loans held-for-saleLoans held-for-investmentMSRsDerivative assets\n\nBalance at January 1, 2025\n$121,607 $60,399 $34,896 $203,788 $1,950 \n\nTotal net gains (losses) included in:\n\nNet income (1)\n— 1,829 555 (8,765)1,466 \n\nOther comprehensive income or loss(12,178)— — — — \n\nPurchases42,387 — — — — \n\nSettlements(52,213)(105,867)(35,591)— — \n\nNet transfers into Level 3— 97,453 56,340 — — \n\nBalance at December 31, 2025\n$99,603 $53,814 $56,200 $195,023 $3,416 \n\n(In thousands)MunicipalMortgage loans held-for-saleLoans held-for-investmentMSRsDerivative assets\n\nBalance at January 1, 2024\n$86,237 $26,835 $60,670 $192,456 $4,510 \n\nTotal net gains (losses) included in:\n\nNet income (1)\n— 370 (43)11,332 (2,560)\n\nOther comprehensive income or loss(11,212)— — — — \n\nPurchases84,839 — — — — \n\nSettlements(38,257)(48,555)(43,525)— — \n\nNet transfers into Level 3— 81,749 17,794 — — \n\nBalance at December 31, 2024\n$121,607 $60,399 $34,896 $203,788 $1,950 \n\n(1)Changes in the balance of mortgage loans held-for-sale, MSRs and derivative assets related to fair value adjustments are recorded as components of mortgage banking revenue. Changes in the balance of loans held-for-investment related to fair value adjustments are recorded as other non-interest income.\n\nAlso, the Company may be required, from time to time, to measure certain other assets at fair value on a non-recurring basis in accordance with GAAP. These adjustments to fair value usually result from impairment charges on individual assets. For assets measured at fair value on a non-recurring basis that were still held in the balance sheet at the end of the period, the following table provides the carrying value of the related individual assets or portfolios at December 31, 2025.\n\n \n\n December 31, 2025\nYear Ended\n\nDecember 31, 2025\n\nFair Value Losses\n\nRecognized, net\n\n(In thousands)TotalLevel 1Level 2Level 3\n\nIndividually assessed loans - foreclosure probable and collateral-dependent$137,209 $— $— $137,209 $61,222 \n\nOther real estate owned (1)\n20,839 — — 20,839 2,668 \n\nTotal$158,048 $— $— $158,048 $63,890 \n\n(1)Net fair value losses recognized on other real estate owned include valuation adjustments and charge-offs during the respective period.\n\n156\n\nIndividually assessed loans — In accordance with ASC 326, the allowance for credit losses for loans and other financial assets held at amortized cost should be measured on a collective or pooled basis when such assets exhibit similar risk characteristics. In instances in which a financial asset does not exhibit similar risk characteristics to a pool, the Company is required to measure such allowance for credit losses on an individual asset basis. For the Company’s loan portfolio, nonaccrual loans are considered to not exhibit similar risk characteristics as pools and thus are individually assessed. Credit losses are measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the fair value of the underlying collateral. Individually assessed loans are considered a fair value measurement where an allowance for credit loss is established based on the fair value of collateral. Appraised values on relevant real estate properties, which may require adjustments to market-based valuation inputs, are generally used on foreclosure probable and collateral-dependent loans within the real estate portfolios.\n\nThe Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs of individually assessed loans. For more information on individually assessed loans refer to Note (5) “Allowance for Credit Losses”. At December 31, 2025, the Company had $137.2 million of individually assessed loans classified as Level 3. All of the $137.2 million of individually assessed loans were measured at fair value based on the underlying collateral of the loan as shown in the table above. None were valued based on discounted cash flows in accordance with ASC 310,”Receivables.”\n\nOther real estate owned — Other real estate owned is comprised of real estate acquired in partial or full satisfaction of loans and is included in other assets. Other real estate owned is recorded at its estimated fair value less estimated selling costs at the date of transfer, with any excess of the related loan balance over the fair value less expected selling costs charged to the allowance for loan losses. Subsequent changes in value are reported as adjustments to the carrying amount and are recorded in other non-interest expense. Gains and losses upon sale, if any, are also charged to other non-interest expense. Fair value is generally based on third party appraisals and internal estimates that are adjusted by a discount representing the estimated cost of sale and is therefore considered a Level 3 valuation.\n\nThe Company’s Managed Assets Division is primarily responsible for the valuation of Level 3 inputs for other real estate owned. At December 31, 2025, the Company had $20.8 million of other real estate owned classified as Level 3. The unobservable input applied to other real estate owned relates to the 10% reduction to the appraisal value representing the estimated cost of sale of the foreclosed property. A higher discount for the estimated cost of sale results in a decreased carrying value.\n\n157\n\nThe valuation techniques and significant unobservable inputs used to measure both recurring and non-recurring Level 3 fair value measurements at December 31, 2025 were as follows:\n\n(Dollars in thousands)Fair ValueValuation MethodologySignificant Unobservable InputInput / Range\nof InputsWeighted\nAverage\nof InputsImpact to valuation from an increased \nor higher input value\n\nMeasured at fair value on a recurring basis:\n\nMunicipal securities$99,603 Bond pricingEquivalent ratingBBB-AA+N/AIncrease\n\nMortgage loans held-for-sale53,814 Discounted cash flowsDiscount rate5.02 %5.02 %Decrease\n\nCredit discount\n0% - 35%\n0.92 %Decrease\n\nLoans held-for-investment56,200 Discounted cash flowsDiscount rate\n5.02% - 6.00%\n5.12 %Decrease\n\nCredit discount\n0% - 22%\n1.51 %Decrease\n\nConstant prepayment rate (CPR) - current loans9.92 %9.92 %Decrease\n\nAverage life - delinquent loans (in years)\n1.4 years - 12.0 years\n5.9 yearsDecrease\n\nMSRs195,023 Discounted cash flowsDiscount rate\n9% - 15%\n9.83 %Decrease\n\nConstant prepayment rate (CPR)\n6% - 86%\n9.92 %Decrease\n\nCost of servicing\n$70 - $200\n$76 Decrease\n\nCost of servicing - delinquent\n$200 - $1,000\n$382 Decrease\n\nDerivatives3,416 Discounted cash flowsPull-through rate\n10% - 100%\n83.02 %Increase\n\nMeasured at fair value on a non-recurring basis:\n\nIndividually assessed loans - foreclosure probable and collateral-dependent137,209 Appraisal valueAppraisal adjustment - cost of sale10 %10.00 %Decrease\n\nOther real estate owned20,839 Appraisal valueAppraisal adjustment - cost of sale10 %10.00 %Decrease\n\n158\n\nThe Company is required under applicable accounting guidance to report the fair value of all financial instruments on the Consolidated Statements of Condition, including those financial instruments carried at cost. The table below presents the carrying amounts and estimated fair values of the Company’s financial instruments as of the dates shown:\n\n December 31, 2025December 31, 2024\n\n(In thousands)Carrying\nValueFair\nValueCarrying\nValueFair\nValue\n\nFinancial Assets:\n\nCash and cash equivalents$467,938 $467,938 $458,536 $458,536 \n\nInterest-bearing deposits with banks3,180,553 3,180,553 4,409,753 4,409,753 \n\nAvailable-for-sale securities6,236,263 6,236,263 4,141,482 4,141,482 \n\nHeld-to-maturity securities3,343,905 2,785,147 3,613,263 2,910,550 \n\nTrading account securities— — 4,072 4,072 \n\nEquity securities with readily determinable fair value63,770 63,770 215,412 215,412 \n\nFHLB and FRB stock, at cost291,881 291,881 281,407 281,407 \n\nBrokerage customer receivables— — 18,102 18,102 \n\nMortgage loans held-for-sale, at fair value340,745 340,745 331,261 331,261 \n\nLoans held-for-investment, at fair value151,590 151,590 158,795 158,795 \n\nLoans held-for-investment, at amortized cost52,953,511 52,383,501 47,896,242 47,070,249 \n\nNonqualified deferred compensation assets18,112 18,112 16,653 16,653 \n\nDerivative assets179,667 179,667 200,027 200,027 \n\nAccrued interest receivable and other552,197 552,197 563,625 563,625 \n\nTotal financial assets$67,780,132 $66,651,364 $62,308,630 $60,779,924 \n\nFinancial Liabilities:\n\nNon-maturity deposits$47,839,241 $47,839,241 $43,092,318 $43,092,318 \n\nDeposits with stated maturities9,877,950 9,890,485 9,420,031 9,423,976 \n\nFHLB advances3,451,309 3,472,538 3,151,309 3,153,524 \n\nOther borrowings477,966 478,072 534,803 534,406 \n\nSubordinated notes298,636 296,487 298,283 286,683 \n\nJunior subordinated debentures253,566 253,591 253,566 253,588 \n\nDerivative liabilities123,774 123,774 241,750 241,750 \n\nAccrued interest payable62,884 62,884 48,364 48,364 \n\nTotal financial liabilities$62,385,326 $62,417,072 $57,040,424 $57,034,609 \n\nNot all the financial instruments listed in the table above are subject to the disclosure provisions of ASC 820, as certain assets and liabilities result in their carrying value approximating fair value. These include cash and cash equivalents, interest bearing deposits with banks, brokerage customer receivables, FHLB and FRB stock, accrued interest receivable and accrued interest payable and non-maturity deposits.\n\nThe following methods and assumptions were used by the Company in estimating fair values of financial instruments that were not previously disclosed.\n\nHeld-to-maturity securities — Held-to-maturity securities include U.S. government-sponsored agency securities, municipal bonds issued by various municipal government entities primarily located in the Chicago metropolitan area, southern Wisconsin, and west Michigan and mortgage-backed securities. Fair values for held-to-maturity securities are typically based on prices obtained from independent pricing vendors. In accordance with ASC 820, the Company has generally categorized these held-to-maturity securities as a Level 2 fair value measurement. Fair values for certain other held-to-maturity securities are based on the bond pricing methodology discussed previously related to certain available-for-sale securities. In accordance with ASC 820, the Company has categorized these held-to-maturity securities as a Level 3 fair value measurement.\n\nLoans held-for-investment, at amortized cost — Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are analyzed by type (commercial, residential real estate, etc.) and category within each type (construction, non-construction, franchise lending etc.). Each category is further segmented by interest rate type (fixed and variable). The fair value of both fixed and variable rate loans is estimated by discounting scheduled cash flows through the\n\n159\n\nestimated maturity using estimated market discount rates that reflect credit and interest rate risks inherent in the loan. In accordance with ASC 820, the Company has categorized loans as a Level 3 fair value measurement.\n\nDeposits with stated maturities — The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently in effect for deposits of similar remaining maturities. In accordance with ASC 820, the Company has categorized deposits with stated maturities as a Level 3 fair value measurement.\n\nFHLB advances — The fair value of FHLB advances is calculated using a discounted cash flow analysis based on current market rates of similar maturity debt securities to discount cash flows. In accordance with ASC 820, the Company has categorized FHLB advances as a Level 3 fair value measurement.\n\nSubordinated notes — The fair value of the subordinated notes is based on a market price obtained from an independent pricing vendor. In accordance with ASC 820, the Company has categorized subordinated notes as a Level 2 fair value measurement.\n\nJunior subordinated debentures — The fair value of the junior subordinated debentures is based on the discounted value of contractual cash flows. In accordance with ASC 820, the Company has categorized junior subordinated debentures as a Level 3 fair value measurement.\n\n(23) Shareholders’ Equity\n\nA summary of the Company’s common and preferred stock at December 31, 2025 and 2024 is as follows:\n\n20252024\n\nCommon Stock:\n\nShares authorized100,000,000 100,000,000 \n\nShares issued67,062,182 66,560,182 \n\nShares outstanding66,974,913 66,495,227 \n\nCash dividend per share$2.00 $1.80 \n\nPreferred Stock:\n\nShares authorized20,000,000 20,000,000 \n\nShares issued17,000 5,011,500 \n\nShares outstanding17,000 5,011,500 \n\nThe Company reserves shares of its authorized common stock specifically for the 2025 Plan, the ESPP and the DDFS. The reserved shares and these plans are detailed in Note (18) “Stock Compensation Plans and Other Employee Benefit Plans”.\n\nPreferred Stock Redemption\n\nOn July 15, 2025, the Company redeemed all 5,000,000 issued and outstanding shares of the Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (the “Series D Preferred Stock”), for a redemption price of $25.00 per share or $125.0 million. Also, the Company redeemed all 11,500 issued and outstanding shares of 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (the “Series E Preferred Stock”), and all of the related 11,500,000 issued and outstanding depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of Series E Preferred Stock, for a redemption price of $25,000 per share of Series E Preferred Stock (or $25.00 per Depositary Share) or $287.5 million. The regular quarterly dividends on the Series D Preferred Stock and the Series E Preferred Stock represented by the Depositary Shares were paid separately on July 15, 2025 to holders of record on July 1, 2025. Accordingly, the redemption price did not include any accrued and unpaid dividends.\n\nSeries F Preferred Stock\n\nIn May 2025, the Company issued 17,000 shares of fixed-rate reset non-cumulative perpetual preferred stock, Series F, liquidation preference $25,000 per share (the “Series F Preferred Stock”) as part of a $425 million public offering of 17,000,000 depository shares, each representing a 1/1,000th interest in a share of Series F Preferred Stock. When, as and if declared, dividends on the Series F Preferred Stock are payable quarterly in arrears at a fixed rate of 7.875% per annum starting October 15, 2025. The redemption of the Series D Preferred Stock and Series E Preferred Stock in July 2025 was funded with a portion of the net proceeds from the issuance of the Series F Preferred Stock.\n\n160\n\nOther\n\nAt the January 2026 Board of Directors meeting, a quarterly cash dividend of $0.55 per share of common stock ($2.20 on an annualized basis) was declared. It was paid on February 19, 2026 to shareholders of record as of February 5, 2026.\n\nAccumulated Other Comprehensive Income or Loss\n\nThe following tables summarize the components of other comprehensive income or loss, including the related income tax effects, and the related amount reclassified to net income for the years ended December 31, 2025, 2024 and 2023:\n\n(In thousands)Accumulated\nUnrealized\nGains (Losses) on SecuritiesAccumulated\nUnrealized\nGains (Losses) on Derivative\nInstrumentsAccumulated\nForeign\nCurrency\nTranslation\nAdjustmentsTotal\nAccumulated\nOther\nComprehensive\nIncome (Loss)\n\nBalance at January 1, 2025$(429,580)$(11,227)$(67,528)$(508,335)\n\nOther comprehensive income during the period, net of tax, before reclassifications136,899 49,070 14,691 200,660 \n\nAmount reclassified from accumulated other comprehensive income or loss into net income, net of tax(118)12,069 — 11,951 \n\nAmount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(30)— — (30)\n\nNet other comprehensive income during the period, net of tax$136,751 $61,139 $14,691 $212,581 \n\nBalance at December 31, 2025$(292,829)$49,912 $(52,837)$(295,754)\n\nBalance at January 1, 2024$(350,697)$32,049 $(42,583)$(361,231)\n\nOther comprehensive loss during the period, net of tax, before reclassifications(77,903)(96,872)(24,945)(199,720)\n\nAmount reclassified from accumulated other comprehensive income or loss into net income, net of tax(915)53,596 — 52,681 \n\nAmount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(65)— — (65)\n\nNet other comprehensive loss during the period, net of tax$(78,883)$(43,276)$(24,945)$(147,104)\n\nBalance at December 31, 2024$(429,580)$(11,227)$(67,528)$(508,335)\n\nBalance at January 1, 2023$(386,057)$7,381 $(48,960)$(427,636)\n\nOther comprehensive income (loss) during the period, net of tax, before reclassifications36,214 (16,334)6,377 26,257 \n\nAmount reclassified from accumulated other comprehensive income or loss into net income, net of tax(699)41,002 — 40,303 \n\nAmount reclassified from accumulated other comprehensive income or loss related to amortization of unrealized gains on investment securities transferred to held-to-maturity from available-for-sale, net of tax(155)— — (155)\n\nNet other comprehensive income during the period, net of tax$35,360 $24,668 $6,377 $66,405 \n\nBalance at December 31, 2023$(350,697)$32,049 $(42,583)$(361,231)\n\n161\n\nAmount Reclassified from Accumulated Other Comprehensive Income or Loss for the Years Ended,\n\nDetails Regarding the Component of Accumulated Other Comprehensive Income or LossDecember 31,Impacted Line on the Consolidated Statements of Income\n\n202520242023\n\n(In thousands)\n\nAccumulated unrealized gains on available-for-sale securities\n\nGains included in net income$159 $1,236 $951 Gains (losses) on investment securities, net\n\n159 1,236 951 Income before taxes\n\nTax effect(41)(321)(252)Income tax expense\n\nNet of tax$118 $915 $699 Net income\n\nAccumulated unrealized gains (losses) on derivative instruments\n\nAmount reclassified to interest income on loans$29,611 $87,306 $74,616 Interest on loans\n\nAmount reclassified to interest expense on deposits(13,300)(14,632)(19,559)Interest on deposits\n\nAmount reclassified to interest expense on other borrowings— — 789 Interest on other borrowings\n\n(16,311)(72,674)(55,846)Income before taxes\n\nTax effect4,242 19,078 14,844 Income tax expense\n\nNet of tax$(12,069)$(53,596)$(41,002)Net income\n\n(24) Segment Information\n\nThe Company’s operations consist of three primary segments: community banking, specialty finance and wealth management.\n\nThe three reportable segments are strategic business units that are separately managed as they offer different products and services and have different marketing strategies. In addition, each segment’s customer base has varying characteristics and each segment has a different regulatory environment. While the Company’s management monitors each of the sixteen bank subsidiaries’ operations and profitability separately, these subsidiaries have been aggregated into one reportable operating segment due to the similarities in products and services, customer base, operations, profitability measures and economic characteristics.\n\nFor purposes of internal segment profitability, management allocates certain intersegment and parent company balances. Management allocates a portion of revenues to the specialty finance segment related to loans and leases originated by the specialty finance segment and sold or assigned to the community banking segment. Similarly, for purposes of analyzing the contribution from the wealth management segment, management allocates a portion of the net interest income earned by the community banking segment on deposit balances of customers of the wealth management segment to the wealth management segment. See Note (10) “Deposits” for more information on these deposits. Finally, expenses incurred at the Wintrust parent company are allocated to each segment based on each segment’s risk-weighted assets.\n\nThe segment financial information provided in the following tables has been derived from the internal profitability reporting system used by management to monitor and manage the financial performance of the Company. The accounting policies of the segments are substantially similar to those described in Note (1) “Summary of Significant Accounting Policies”.\n\nOur Chief Executive Officer is our chief operating decision maker (“CODM”). The CODM uses income before taxes to review segment performance and allocate resources for each reportable segment. Financial information regarding each significant segment expense outlined below is regularly provided (at least monthly) to the CODM. For community banking and specialty finance segments, ‘Interest expense’ is a significant segment expense. Additionally, for each of the three reportable segments, ‘Salaries’, ‘Commissions and incentive compensation’ and ‘Benefits’ are significant segment expenses.\n\n162\n\nThe following is a summary of certain operating information for reportable segments:\n\n(In thousands)\nCommunity\nBankingSpecialty\nFinanceWealth\nManagementTotal Operating SegmentsIntersegment EliminationsConsolidated\n\n2025\n\nInterest income$3,223,220 $420,528 $38,147 $3,681,895 $46,138 $3,728,033 \n\nInterest expense1,462,186 41,131 664 1,503,981 — 1,503,981 \n\nNet interest income1,761,034 379,397 37,483 2,177,914 46,138 2,224,052 \n\nProvision for credit losses89,050 6,503 — 95,553 — 95,553 \n\nNon-interest income310,981 129,713 154,387 595,081 (93,141)501,940 \n\nNon-interest expense:\n\nSalaries390,817 64,829 38,966 494,612 1,958 496,570 \n\nCommissions and incentive compensation133,733 38,911 49,124 221,768 — 221,768 \n\nBenefits122,421 22,167 10,366 154,954 — 154,954 \n\nOther segment expenses (1)\n553,208 96,812 37,681 687,701 (48,961)638,740 \n\nTotal non-interest expense1,200,179 222,719 136,137 1,559,035 (47,003)1,512,032 \n\nIncome before taxes782,786 279,888 55,733 1,118,407 — 1,118,407 \n\nIncome tax expense206,119 74,589 13,855 294,563 — 294,563 \n\nNet income$576,667 $205,299 $41,878 $823,844 $— $823,844 \n\nTotal assets at end of year$57,333,741 $12,502,367 $1,305,938 $71,142,046 $— $71,142,046 \n\n2024\n\nInterest income$3,001,500 $405,317 $30,765 $3,437,582 $40,015 $3,477,597 \n\nInterest expense1,465,237 49,030 795 1,515,062 — 1,515,062 \n\nNet interest income1,536,263 356,287 29,970 1,922,520 40,015 1,962,535 \n\nProvision for credit losses88,345 12,702 — 101,047 — 101,047 \n\nNon-interest income279,845 119,339 168,134 567,318 (78,993)488,325 \n\nNon-interest expense:\n\nSalaries364,144 61,070 38,989 464,203 1,769 465,972 \n\nCommissions and incentive compensation130,516 36,130 48,873 215,519 — 215,519 \n\nBenefits106,994 18,686 9,937 135,617 — 135,617 \n\nOther segment expenses (1)\n500,327 91,479 34,557 626,363 (40,747)585,616 \n\nTotal non-interest expense1,101,981 207,365 132,356 1,441,702 (38,978)1,402,724 \n\nIncome before taxes625,782 255,559 65,748 947,089 — 947,089 \n\nIncome tax expense 167,072 69,214 15,758 252,044 — 252,044 \n\nNet income$458,710 $186,345 $49,990 $695,045 $— $695,045 \n\nTotal assets at end of year$52,500,643 $11,234,012 $1,145,013 $64,879,668 $— $64,879,668 \n\n2023\n\nInterest income$2,462,103 $362,035 $33,867 $2,858,005 $35,109 $2,893,114 \n\nInterest expense1,021,128 32,991 1,131 1,055,250 — 1,055,250 \n\nNet interest income1,440,975 329,044 32,736 1,802,755 35,109 1,837,864 \n\nProvision for credit losses104,895 9,495 — 114,390 — 114,390 \n\nNon-interest income263,023 105,992 136,561 505,576 (71,470)434,106 \n\nNon-interest expense:\n\nSalaries340,993 57,024 39,129 437,146 1,666 438,812 \n\nCommissions and incentive compensation110,986 30,395 40,720 182,101 — 182,101 \n\nBenefits100,190 17,070 9,840 127,100 — 127,100 \n\nOther segment expenses (1)\n484,263 82,024 36,226 602,513 (38,027)564,486 \n\nTotal non-interest expense1,036,432 186,513 125,915 1,348,860 (36,361)1,312,499 \n\nIncome before taxes562,671 239,028 43,382 845,081 — 845,081 \n\nIncome tax expense 148,612 63,484 10,359 222,455 — 222,455 \n\nNet income$414,059 $175,544 $33,023 $622,626 $— $622,626 \n\nTotal assets at end of year$44,355,786 $10,664,887 $1,239,261 $56,259,934 $— $56,259,934 \n\n(1)Other segment items include non-interest expense categories such as ‘Software & Equipment’, ‘Data processing’, ‘Advertising and Marketing’, ‘FDIC Insurance’, and ‘Occupancy’. See “Non-Interest Expense” under Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Annual Report on Form 10-K for further discussion on non-interest expense.\n\n163\n\n(25) Condensed Parent Company Financial Statements\n\nCondensed parent company only financial statements of Wintrust follow:\n\nStatements of Financial Condition\n\n December 31,\n\n(In thousands)20252024\n\nAssets\n\nCash$281,521 $196,969 \n\nAvailable-for-sale debt securities and equity securities with readily determinable fair value19,354 16,240 \n\nInvestment in and receivable from subsidiaries7,399,171 6,674,426 \n\nGoodwill8,371 8,371 \n\nOther assets348,745 371,284 \n\nTotal assets$8,057,162 $7,267,290 \n\nLiabilities and Shareholders’ Equity\n\nOther liabilities$190,386 $171,275 \n\nSubordinated notes298,636 298,283 \n\nOther borrowings55,859 199,869 \n\nJunior subordinated debentures253,566 253,566 \n\nShareholders’ equity7,258,715 6,344,297 \n\nTotal liabilities and shareholders’ equity$8,057,162 $7,267,290 \n\nStatements of Income\n\n Years Ended December 31,\n\n(In thousands)202520242023\n\nIncome\n\nDividends and other revenue from subsidiaries$661,436 $548,232 $433,784 \n\nOther income (losses)4,198 (1,781)1,729 \n\nTotal income$665,634 $546,451 $435,513 \n\nExpenses\n\nInterest expense$41,911 $49,306 $53,612 \n\nSalaries and employee benefits188,657 159,725 145,011 \n\nOther expenses188,920 182,255 160,259 \n\nTotal expenses$419,488 $391,286 $358,882 \n\nIncome before income taxes and equity in undistributed income of subsidiaries$246,146 $155,165 $76,631 \n\nIncome tax benefit89,010 79,684 72,260 \n\nIncome before equity in undistributed net income of subsidiaries$335,156 $234,849 $148,891 \n\nEquity in undistributed net income of subsidiaries488,688 460,196 473,735 \n\nNet income$823,844 $695,045 $622,626 \n\n164\n\nStatements of Cash Flows\n\n Years Ended December 31,\n\n(In thousands)202520242023\n\nOperating Activities:\n\nNet income$823,844 $695,045 $622,626 \n\nAdjustments to reconcile net income to net cash provided by operating activities\n\n(Losses) gains on available-for-sale debt securities and equity securities with readily determinable fair value, net(2,442)913 (442)\n\nDepreciation and amortization38,933 35,627 25,840 \n\nDeferred income tax benefit (expense)6,203 (9,449)(6,176)\n\nStock-based compensation expense17,772 16,401 14,154 \n\nDecrease (increase) in other assets21,987 (3,862)(3,978)\n\nIncrease (decrease) in other liabilities12,892 8,802 (6,059)\n\nEquity in undistributed net income of subsidiaries(488,688)(460,196)(473,735)\n\nNet Cash Provided by Operating activities$430,501 $283,281 $172,230 \n\nInvesting Activities:\n\nNet cash paid in business combination$— $(38)$— \n\nOther investing activity, net(39,546)(37,764)(25,965)\n\nNet Cash Used for Investing Activities$(39,546)$(37,802)$(25,965)\n\nFinancing Activities:\n\nDecrease in other borrowings and junior subordinated debentures, net$(142,845)$(30,668)$(30,641)\n\nRepayment of subordinated note— (140,000)— \n\nProceeds from issuance of Series F Preferred Stock, net414,148 — — \n\nRedemption of Series D and Series E Preferred Stock, net(412,500)— — \n\nIssuance of common shares resulting from exercise of stock options, employee stock purchase plan and director compensation plan7,220 6,694 8,309 \n\nDividends paid(169,423)(143,280)(125,690)\n\nCommon stock repurchases for tax withholdings related to stock-based compensation(3,003)(3,936)(1,913)\n\nNet Cash Used for Financing activities$(306,403)$(311,190)$(149,935)\n\nNet Increase (Decrease) in Cash and Cash Equivalents$84,552 $(65,711)$(3,670)\n\nCash and Cash Equivalents at Beginning of Year196,969 262,680 266,350 \n\nCash and Cash Equivalents at End of Year$281,521 $196,969 $262,680 \n\n165\n\n(26) Earnings Per Share\n\nThe following table sets forth the computation of basic and diluted earnings per common share for 2025, 2024 and 2023:\n\n \n\n(In thousands, except per share data)  202520242023\n\nNet income$823,844 $695,045 $622,626 \n\nLess: Preferred stock dividends35,644 27,964 27,964 \n\nLess: Preferred stock redemption14,046 — — \n\nNet income applicable to common shares(A)$774,154 $667,081 $594,662 \n\nWeighted average common shares outstanding(B)66,896 63,685 61,149 \n\nEffect of dilutive potential common shares:\n\nCommon stock equivalents\n998 1,016 938 \n\nWeighted average common shares and effect of dilutive potential common shares(C)67,894 64,701 62,087 \n\nNet income per common share:\n\nBasic(A/B)$11.57 $10.47 $9.72 \n\nDiluted(A/C)11.40 10.31 9.58 \n\nPotentially dilutive common shares can result from stock options, restricted stock unit awards and shares to be issued under the ESPP and the DDFS Plan, being treated as if they had been either exercised or issued, computed by application of the treasury stock method. While potentially dilutive common shares are typically included in the computation of diluted earnings per share, potentially dilutive common shares are excluded from this computation in periods in which the effect would reduce the loss per share or increase the income per share."}