[Form 4] Wintrust Financial Corp Insider Trading Activity

Rhea-AI Filing Summary

Edward J. Wehmer, identified as Founder and Senior Advisor of Wintrust Financial Corp (WTFC), reported transactions on 08/21/2025 showing non-derivative shares awarded and changes in beneficial ownership. The filing records an acquisition of 283 common shares at a listed price of $128.71, described as dividends awarded in shares pursuant to previously granted restricted stock units.

Following the transaction, Mr. Wehmer is shown as beneficial owner of 181,622 common shares (direct), plus indirect interests of 8,244 shares via a 401(k) plan and 25,987 shares held by his spouse. The filing also notes a disposition of 2,382 depositary shares of Series F preferred stock and an indirect holding of 3,919 depositary shares by his spouse. The form was signed by an attorney-in-fact on 08/22/2025.

Positive

• Dividend-equivalent shares issued: 283 common shares awarded under previously granted restricted stock units, increasing insider alignment with shareholder interests
• Substantial direct ownership: Reporting person holds 181,622 common shares (direct), indicating continued significant stake

Negative

• Disposition of preferred depositary shares: 2,382 depositary shares of Series F preferred stock were disposed of (no explanation provided in the filing)

Insights

Financial Analyst

TL;DR: Insider received dividend-equivalent shares; overall direct ownership remains substantial at 181,622 common shares.

The Form 4 shows a routine equity award event rather than an active open-market buy or strategic sale. The acquisition of 283 common shares at $128.71 is disclosed as dividend-awarded shares from previously granted restricted stock units, which is a non-cash, compensatory issuance that increases shareholding without representing new cash outlay by the insider. Materiality is limited: the change is small relative to total ownership, though cumulative insider holdings remain sizeable for governance and voting influence.

Corporate Governance Expert

TL;DR: Disclosure is consistent with standard insider reporting for compensatory awards and family/401(k) holdings.

The report clearly separates direct and indirect ownership and discloses spouse holdings and 401(k) plan exposure, meeting Section 16 transparency goals. The disposition of 2,382 depositary preferred shares is recorded but not explained beyond the transaction entry. There are no indications of atypical trading patterns or Rule 10b5-1 plan use in the filing. From a governance standpoint, the filing documents ongoing insider alignment with equity compensation practices.

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
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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^*

WEHMER EDWARD J

(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)
	FOUNDER AND SENIOR ADVISOR

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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	08/21/2025		A		283(1)	A	$128.71	181,622	D
Common Stock								8,244	I	by 401(k) Plan
Common Stock								25,987	I	by Spouse
Depositary Shares of Series F Preferred Stock								2,382	D
Depositary Shares of Series F Preferred Stock								3,919	I	By Spouse

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. Dividends awarded in shares pursuant to the terms of previously granted restricted stock units.

Remarks:

	/s/Kathleen M. Boege, Attorney-in-fact	08/22/2025
	** 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 Edward J. Wehmer report on WTFC Form 4?

The Form 4 reports an acquisition of 283 common shares (dividend-awarded shares) at a listed price of $128.71, and a disposition of 2,382 depositary shares of Series F preferred stock.

How many Wintrust common shares does the reporting person beneficially own after the transaction?

The filing shows 181,622 common shares (direct) beneficially owned following the reported transaction.

Are there any indirect holdings disclosed for WTFC in this Form 4?

Yes. The filing discloses 8,244 common shares indirect via a 401(k) plan and 25,987 common shares held by the reporting person's spouse, plus 3,919 depositary preferred shares held indirectly by the spouse.

What is the stated reason for the 283 common shares acquisition?

The filing explains these were dividends awarded in shares pursuant to previously granted restricted stock units.

When were the transactions reported on the Form 4 executed and signed?

The transactions are dated 08/21/2025 on the form, and the filing was signed by an attorney-in-fact on 08/22/2025.