[Form 4] Wintrust Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Form 8-K filed 4 Aug 2025: Olo Inc. furnished Item 2.02, attaching Exhibit 99.1 that contains its financial results for the quarter ended 30 Jun 2025. The press release is treated as “furnished,” not “filed,” limiting Exchange Act liability.

The report also highlights a pending merger between Olo and Project Hospitality Parent, LLC, to be executed via Project Hospitality Merger Sub, Inc. A preliminary proxy statement was submitted on 28 Jul 2025; a definitive proxy will be mailed to stockholders once available. Investors are urged to read these materials because they will include important information about the transaction and participants in the solicitation.

No financial tables, pro-forma data or merger terms are included in this filing. Exhibits: 99.1 (press release) and 104 (cover-page inline XBRL).

Positive

• Timely disclosure: Olo promptly furnished its Q2 2025 results press release, maintaining transparency.
• Merger progress: Filing of a preliminary proxy demonstrates forward movement on the strategic transaction.

Negative

• Missing financial data: The 8-K itself omits any revenue, EPS or margin figures, requiring separate review of Exhibit 99.1.
• Undisclosed deal terms: Consideration structure and valuation for the pending merger are not provided, leaving investors without key context.

Insights

Financial Analyst

TL;DR: 8-K furnishes Q2 release, flags pending merger; no numbers disclosed, impact unclear.

As the attachment holds all operating metrics, this 8-K offers little for immediate valuation work. The important takeaway is the procedural progress toward the Project Hospitality deal, evidenced by July’s preliminary proxy. Absent revenue, margin or consideration details, investors cannot assess earnings momentum or deal accretion. Market reaction will hinge on the numbers in Exhibit 99.1 and eventual proxy disclosures. Overall, information is routine and neutral.

Corporate Governance Expert

TL;DR: Filing advances merger process; shareholders alerted to forthcoming proxy vote.

The company satisfies SEC solicitation rules by reminding shareholders to review the definitive proxy before voting on the merger. Listing directors and officers as participants signals potential related-party oversight issues, but such identification is standard practice. Because contractual terms, board rationale and fairness opinions remain undisclosed, governance risk cannot yet be gauged. Impact is neutral until detailed proxy materials emerge.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MURPHY RICHARD B

(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)
	VICE CHAIR,CHIEF LENDING OFC

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		S		3,746(1)	D	$127.98	0	I	by 401(k) Plan
Common Stock								41,648	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:

1. Total number of shares reflects periodic purchase activity in the Company's 401(k) plan (totaling 35 shares) between January, 2025 and the disposition of 3,746 shares on the transaction date.

Remarks:

	/s/Kathleen M. Boege, Attorney-in-fact	08/04/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 did OLO announce in its 8-K dated August 4 2025?

The company furnished a press release with Q2 2025 results and updated investors on its pending merger with Project Hospitality Parent, LLC.

Does the filing contain OLO's Q2 2025 financial numbers?

No. The numbers are in Exhibit 99.1, which is furnished but not reproduced in the body of the 8-K.

What merger is OLO pursuing?

A proposed merger with Project Hospitality Parent, LLC, executed via Project Hospitality Merger Sub, Inc.

Where can shareholders obtain the proxy statement for the merger?

Once available, it will be filed on the SEC’s EDGAR system and posted at investors.olo.com under “SEC Filings.”

Is the press release considered "filed" or "furnished"?

It is furnished under Item 2.02, meaning it is not subject to Section 18 liability of the Exchange Act.

Which exhibits accompany this 8-K?

Exhibit 99.1 (press release) and Exhibit 104 (cover page inline XBRL).