Wintrust Financial Corporation filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 4, 2025
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, no par value | ||||||||
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Item 1.01. Entry into a Material Definitive Agreement.
On December 4, 2025, Wintrust Financial Corporation ("Wintrust") entered into the Fourth Amendment to Amended and Restated Credit Agreement dated December 4, 2025 (the "Fourth Amendment"), among Wintrust, the lenders named therein, and U.S. Bank National Association, as administrative agent. Capitalized terms used but not defined herein shall have the respective meanings ascribed to them by the Amended and Restated Credit Agreement dated December 12, 2022 (as amended, the "Amended and Restated Credit Agreement"), among Wintrust, the lenders named therein, and U.S. Bank National Association, as administrative agent.
Additionally, on December 4, 2025, Wintrust entered into the Fifth Amendment to Amended and Restated Credit Agreement dated December 4, 2025 (the "Fifth Amendment"), among Wintrust, the Revolving Credit Lenders named therein, and U.S. Bank National Association, as administrative agent.
The Fourth Amendment provides for, among other things, (a) the addition of customary outbound investment rule provisions in accordance with new U.S. regulations relating to restricting certain investments abroad; (b) the inclusion of certain protective language within the existing confidentiality provision; and (c) the extension of the Revolving Credit Maturity Date from December 5, 2025, to December 3, 2026.
In addition, the Fifth Amendment provides for a decrease in the Commitment Fee applicable to the unused portion of the Revolving Credit Commitment from 0.30% per annum to 0.25% per annum.
The foregoing descriptions of the Fourth Amendment and Fifth Amendment are qualified in their entirety by the full text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2, and are incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided in Item 1.01 is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
•Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Wintrust agrees to furnish supplementally a copy of any omitted schedules or exhibits to the Securities and Exchange Commission upon request.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
WINTRUST FINANCIAL CORPORATION (Registrant) | ||||||||
| By: | /s/Kathleen M. Boege | |||||||
Kathleen M. Boege Executive Vice President, Chief Legal Officer and Corporate Secretary | ||||||||
Date: December 8, 2025