[8-K] Wintrust Financial Corp Reports Material Event

Rhea-AI Filing Summary

AMREP Corporation (AXR) Form 4: President & CEO Christopher V. Vitale acquired 8,000 shares of common stock on 17 Jul 2025 via a $0 cost restricted-stock grant under the 2016 Equity Compensation Plan. The award vests in three tranches: 2,666 shares on 17 Jul 2026, 2,667 shares on 17 Jul 2027 and 2,667 shares on 17 Jul 2028, conditional on continued employment. Following the grant, Vitale’s direct beneficial ownership rises to 117,200 shares. No derivative transactions or dispositions were reported. The filing represents routine executive equity compensation designed to retain and align the CEO with long-term shareholder interests; dilution impact is expected to be immaterial given AMREP’s small share count.

Positive

• Alignment of interests: Grant increases CEO’s equity stake to 117,200 shares, strengthening management-shareholder alignment.
• Retention mechanism: Three-year vesting schedule encourages leadership stability through 2028.

Negative

• Minor dilution: Issuance of 8,000 new shares marginally increases share count and adds future compensation expense.

Insights

Senior Equity Analyst

TL;DR – Routine CEO grant; alignment positive, financial impact negligible.

The 8,000-share restricted-stock grant equals roughly 6.8% of Vitale’s post-grant holdings and vests over three years, incentivising retention and long-term value creation. Because the award was issued at no cost, AMREP will record non-cash compensation expense over the vesting period, but the absolute share count impact is minor relative to AMREP’s c.8.4 million shares outstanding. No open-market buying or selling occurred, so market-signal value is limited. Overall, the filing is neutral for valuation yet modestly positive for governance due to increased management ownership.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

WINTRUST FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Illinois

001-35077

36-3873352

(State or other jurisdiction of Incorporation)

(Commission File Number)

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

9700 W. Higgins Road, Suite 800

Rosemont

Illinois

60018

(Address of principal executive offices)

(Zip Code)

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

Not Applicable

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

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

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

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

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

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

Title of Each Class			Ticker Symbol			Name of Each Exchange on Which Registered
Common Stock, no par value			WTFC			The Nasdaq Global Select Market
Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, no par value			WTFCM			The Nasdaq Global Select Market
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of			WTFCP			The Nasdaq Global Select Market
6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, no par value
Depositary Shares, Each Representing a 1/1,000th Interest in a Share of			WTFCN			The Nasdaq Global Select Market
7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, no par value

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

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

Item 2.02. Results of Operations and Financial Condition

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On July 21, 2025, Wintrust Financial Corporation (the “Company”) announced earnings for the second quarter of 2025 and posted on its website the Second Quarter 2025 Earnings Release Presentation. Copies of the press release relating to the Company’s earnings results and the related presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. Certain supplemental information relating to non-GAAP financial measures reported in the attached press release and presentation is included on pages 33 through 34 of Exhibit 99.1 and pages 30 through 32 of Exhibit 99.2.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
99.1			Second Quarter 2025 Earnings Release dated July 21, 2025
99.2			Second Quarter 2025 Earnings Release Presentation dated July 21, 2025

2

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/ David L. Stoehr
						David L. Stoehr Executive Vice President and     Chief Financial Officer

Date: July 21, 2025

3

INDEX TO EXHIBITS

Exhibit
99.1			Second Quarter 2025 Earnings Release dated July 21, 2025
99.2			Second Quarter 2025 Earnings Release Presentation dated July 21, 2025

4

FAQ

How many AXR shares did CEO Christopher Vitale acquire in the Form 4?

8,000 common shares were granted on 17 Jul 2025.

What is the vesting schedule for the restricted stock granted to AXR's CEO?

2,666 shares vest on 17 Jul 2026, 2,667 on 17 Jul 2027, and 2,667 on 17 Jul 2028.

What is Christopher Vitale’s total beneficial ownership after the transaction?

He now directly owns 117,200 AXR shares.

Was there any cash consideration for the shares acquired?

No. The restricted shares were granted at a $0 purchase price.

Did the Form 4 report any stock sales or derivative transactions?

No sales or derivative activity was disclosed—only the restricted-stock grant.

Under which plan were the restricted shares granted to AXR's CEO?

The shares were issued under the AMREP Corporation 2016 Equity Compensation Plan.