WTFC Wintrust Financial Corporation

Item 1.01. Entry into a Material Definitive Agreement.

On June 7, 2022, Wintrust Financial Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with RBC Capital Markets, LLC, as representative of the several underwriters named in Schedule A thereto (collectively, the “Underwriters”), providing for the offer and sale in a firm commitment underwritten public offering (the “Offering”) of up to 3,450,000 shares (including up to 450,000 shares pursuant to the Underwriters’ option to purchase additional shares as set forth in Section 2(b) of the Underwriting Agreement) of the Company’s common stock, no par value per share (the “Common Stock”), at a public offering price of $86.00 per share. On June 8, 2022, the Underwriters exercised in full their option to purchase additional shares of Common Stock, and on June 10, 2022, the Offering and sale of 3,450,000 shares of Common Stock to the Underwriters was completed.

The Company estimates that the net proceeds from the Offering, after deducting the underwriting discount and estimated offering expenses payable by the Company, will be approximately $285.8 million.

The Company made certain customary representations, warranties and covenants in the Underwriting Agreement concerning the Company and the Registration Statement (as defined below) related to the Offering. The Company also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended, and to customary contribution provisions in respect of those liabilities. The Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.

The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-238023) (the “Registration Statement”) on file with the Securities and Exchange Commission (the “SEC”), including the prospectus contained therein dated May 6, 2020 and the related prospectus supplement dated June 7, 2022 filed by the Company with the SEC. In connection with the issuance of the shares of Common Stock in the Offering, Sidley Austin LLP provided the Company with the legal opinion attached hereto as Exhibit 5.1 and incorporated herein by reference.

The Underwriters and their respective affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates for which they have received, or may in the future receive, customary fees and commissions for these transactions, plus customary reimbursement of out-of-pocket expenses.