Wintrust (WTFC) CFO uses 2,405 shares for tax-withholding obligation

Rhea-AI Filing Summary

Wintrust Financial Corp’s Chief Financial Officer, David L. Stoehr, reported a tax-related share disposition. On February 25, 2026, 2,405 shares of common stock were used to satisfy a tax liability at a price of $149.83 per share, as indicated by transaction code F.

After this tax-withholding disposition, Stoehr’s directly owned common stock holdings stood at 16,233 shares. Code F reflects payment of an exercise price or tax obligation by delivering securities rather than an open-market sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

STOEHR DAVID L

(Last) (First) (Middle)

9700 WEST HIGGINS ROAD, 8TH FLOOR

(Street)

ROSEMONT IL 60018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WINTRUST FINANCIAL CORP [ WTFC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/25/2026		F		2,405	D	$149.83	16,233	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

Remarks:

	/s/David A. Dykstra, Attorney-in-fact	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did WTFC’s CFO report on this Form 4?

Wintrust Financial Corp’s CFO, David L. Stoehr, reported a tax-withholding disposition of 2,405 common shares. The shares were delivered to satisfy a tax liability or exercise price obligation, rather than sold in an open-market transaction, according to the Form 4 transaction code F.

How many WTFC shares were involved in the CFO’s tax-withholding disposition?

The transaction involved 2,405 shares of Wintrust Financial Corp common stock. These shares were applied toward payment of a tax liability or exercise cost, using a transaction price of $149.83 per share, as disclosed in the Form 4 insider filing for David L. Stoehr.

At what price were the WTFC shares valued in the CFO’s Form 4 transaction?

The 2,405 Wintrust Financial Corp shares in the CFO’s tax-withholding disposition were valued at $149.83 per share. This value is used solely for reporting the transaction in the Form 4 and reflects how the tax or exercise obligation was satisfied with stock.

How many WTFC shares does the CFO hold after this Form 4 transaction?

Following the reported tax-withholding disposition, CFO David L. Stoehr directly owns 16,233 Wintrust Financial Corp common shares. This post-transaction balance reflects his remaining direct holdings after 2,405 shares were delivered to cover a tax or exercise-related obligation.

Does the Form 4 indicate an open-market sale of WTFC shares by the CFO?

The Form 4 does not indicate an open-market sale. It uses transaction code F, which denotes shares delivered to pay an exercise price or satisfy a tax liability. This means the 2,405 shares were withheld for obligations rather than sold on the open market.

What does transaction code F mean in the WTFC CFO’s Form 4 filing?

Transaction code F means shares were used to pay an exercise price or a tax liability by delivering securities. In this case, 2,405 Wintrust Financial Corp shares were applied for that purpose, characterizing the event as a tax-withholding disposition instead of a typical market sale.