Wintrust Financial Corporation Announces Pricing of $425 Million Preferred Stock Offering

Rhea-AI Summary

Wintrust Financial Corporation (NASDAQ: WTFC) has announced the pricing of a $425 million preferred stock offering through 17 million depositary shares at $25.00 per share. Each depositary share represents a 1/1,000th interest in Wintrust's 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F.

The offering is expected to close on May 22, 2025. The company plans to list the depositary shares on The Nasdaq Global Select Market under the symbol "WTFCN". The proceeds will be used for general corporate purposes, including potential redemption of outstanding Series D and/or Series E preferred stock, subject to Federal Reserve approval.

RBC Capital Markets is serving as the sole book-running manager, with Keefe, Bruyette & Woods, Piper Sandler, and US Bancorp acting as co-managers for the offering.

Positive

• Successful pricing of $425 million preferred stock offering shows strong market confidence
• High-yield offering at 7.875% may attract income-focused investors
• Potential redemption of existing preferred stock could optimize capital structure

Negative

• High 7.875% dividend rate indicates increased cost of capital
• Dilutive effect on existing shareholders
• Additional preferred stock obligations could impact financial flexibility

Insights

Financial Analyst

Wintrust's $425M preferred stock offering strengthens capital position while potentially refinancing existing preferred stock at favorable terms.

Wintrust Financial Corporation has priced a substantial $425 million preferred stock offering through 17 million depositary shares at $25.00 each. These shares represent fractional interests in the company's 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F.

The 7.875% dividend rate is particularly noteworthy in the current interest rate environment. This rate suggests Wintrust is balancing the need to attract investors while managing its capital costs. The non-cumulative feature means unpaid dividends don't accumulate, protecting the bank during potential financial stress, while the perpetual nature of these securities strengthens Wintrust's Tier 1 capital base permanently, absent redemption.

Strategically, Wintrust plans to use proceeds for "general corporate purposes" with a specific mention of potentially redeeming existing Series D and/or Series E preferred stock. This suggests a capital structure optimization strategy – essentially refinancing existing preferred stock obligations, potentially at more favorable terms.

The Federal Reserve approval requirement for redemption highlights the regulatory oversight of capital actions for banking institutions. The participation of multiple investment banks in the offering (RBC Capital Markets as lead book-runner, with KBW, Piper Sandler, and US Bancorp as co-managers) indicates broad distribution capabilities for these securities.

For investors, these depositary shares (to be listed under symbol "WTFCN") provide exposure to the banking sector with a relatively high fixed yield, though investors should note the reset feature may adjust the rate in the future based on prevailing benchmarks.

ROSEMONT, Ill., May 08, 2025 (GLOBE NEWSWIRE) -- Wintrust Financial Corporation (“Wintrust”) (Nasdaq: WTFC) today announced that it has priced an underwritten public offering of 17 million depositary shares with a liquidation preference of $25.00 per share (the “Depositary Shares”) for gross proceeds of $425 million before deducting underwriting discounts and other estimated offering expenses. Each Depositary Share represents a 1/1,000th interest in a share of Wintrust’s 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F. The offering is expected to close on May 22, 2025, subject to customary closing conditions.

Wintrust intends to use the net proceeds from the offering for general corporate purposes, which may include the redemption of all or a portion of its outstanding shares of Series D preferred stock and/or Series E preferred stock and the corresponding depositary shares representing interests in the Series E preferred stock, subject to approval from the Federal Reserve.

Wintrust intends to apply to list the Depositary Shares on The Nasdaq Global Select Market under the symbol “WTFCN.”

RBC Capital Markets is acting as sole book-running manager and Keefe, Bruyette & Woods, A Stifel Company, Piper Sandler and US Bancorp are acting as co-managers for the offering.

The offering is being made under an effective shelf registration statement on file with the U.S. Securities and Exchange Commission (the “SEC”). The offering may be made only by means of a prospectus supplement and the accompanying prospectus. Prospective investors should read the prospectus supplement and the accompanying prospectus in the registration statement and other documents Wintrust has filed or will file with the SEC for more complete information about Wintrust and the offering. Copies of the prospectus supplement and accompanying prospectus describing the offering may be obtained by visiting EDGAR on the SEC’s website at www.sec.gov or by contacting RBC Capital Markets, LLC toll free at 1-866-375-6829.

This press release shall not constitute an offer to sell or the solicitation of any offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About Wintrust

Wintrust is a financial holding company whose common stock is traded on the NASDAQ Global Select Market. Guided by its “Different Approach, Better Results” philosophy, Wintrust offers the sophisticated resources of a large bank while providing a community banking experience to each customer. Wintrust operates more than 200 retail banking locations through 16 community bank subsidiaries in the greater Chicago, southern Wisconsin, west Michigan, northwest Indiana, and southwest Florida market areas. In addition, Wintrust operates various non-bank business units, providing residential mortgage origination, wealth management, commercial and life insurance premium financing, short-term accounts receivable financing/outsourced administrative services to the temporary staffing services industry, and qualified intermediary services for tax-deferred exchanges.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws, including, without limitation, statements related to the completion of the public offering, the satisfaction of customary closing conditions related to the public offering and the intended use of net proceeds from the public offering. These forward-looking statements are based on management’s current expectations and beliefs and certain assumptions made by our management. Investors are cautioned that such statements are predictions and actual events or results may differ materially. Wintrust’s expected financial results or other plans, including Wintrust’s intention to consummate the offering and issue the Depositary Shares and Wintrust’s intended use of proceeds from the offering, are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, any of which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in Wintrust’s preliminary prospectus supplement dated May 8, 2025, Wintrust’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in any of Wintrust’s subsequent SEC filings. Forward-looking statements speak only as of the date made and, except as required by law, Wintrust undertakes no duty to update the information.

For more information contact:
Timothy S. Crane, President & Chief Executive Officer
David A. Dykstra, Vice Chairman & Chief Operating Officer
(847) 939-9000

Source: Wintrust Financial Corporation

FAQ

What is the size and price of WTFC's new preferred stock offering?

Wintrust Financial (WTFC) is offering 17 million depositary shares at $25.00 per share, totaling $425 million in gross proceeds.

What is the dividend rate for WTFC's Series F preferred stock?

The Series F preferred stock offers a 7.875% Fixed-Rate Reset Non-Cumulative dividend rate.

When will WTFC's preferred stock offering close?

The offering is expected to close on May 22, 2025, subject to customary closing conditions.

How will WTFC use the proceeds from the preferred stock offering?

Wintrust plans to use the proceeds for general corporate purposes, including potential redemption of outstanding Series D and/or Series E preferred stock, subject to Federal Reserve approval.

What will be the trading symbol for WTFC's new preferred shares?

The depositary shares are expected to trade on The Nasdaq Global Select Market under the symbol 'WTFCN'.