8-K: Wintrust Financial Announces Redemption of Series D and E Preferred Stock

Wintrust Financial Corporation will redeem all outstanding Series D and Series E Preferred Stock and related depositary shares on July 15, 2025, funded by proceeds from a recent Series F offering.

Summary

• Wintrust Financial Corporation (Nasdaq: WTFC) announced its intent to redeem all outstanding shares of its Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D (Nasdaq: WTFCM), and 6.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E (Nasdaq: WTFCP), along with related depositary shares.
• The redemption date is set for July 15, 2025.
• All 5,000,000 issued and outstanding shares of Series D Preferred Stock will be redeemed at a price of $25.00 per share.
• All 11,500 issued and outstanding shares of Series E Preferred Stock will be redeemed at a price of $25,000 per share, or $25.00 per related Depositary Share for the 11,500,000 outstanding Depositary Shares.
• The redemptions will be financed using a portion of the net proceeds from the Company's previously disclosed public offering of 7.875% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series F, which was completed on May 22, 2025.
• Regular quarterly dividends for Series D and Series E Preferred Stock will be paid separately on July 15, 2025, to holders of record as of July 1, 2025, and the redemption price will not include any accrued and unpaid dividends.
• On and after the redemption date, no shares of Series D or Series E Preferred Stock or Depositary Shares will remain outstanding, and trading of these securities on NASDAQ will cease.

Sentiment

Score: 6

Explanation: The announcement is generally positive as it indicates proactive capital management and optimization of the company's funding structure, replacing older preferred stock with a new series. It's a planned and expected event, not a surprise.

Positives

• The redemption of existing preferred stock, potentially at a higher coupon, and replacement with a new Series F offering (7.875%) suggests active capital structure management.
• Consolidation of preferred stock series simplifies the capital structure.

Risks

• The document contains forward-looking statements that are subject to risks and uncertainties, which could cause actual results to differ materially. Investors are advised to refer to Wintrust's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and subsequent SEC filings for a discussion of such risks.

Future Outlook

Wintrust Financial Corporation intends to complete the redemption of its Series D and Series E Preferred Stock and related depositary shares on July 15, 2025, after which these securities will no longer be outstanding or traded.

Management Comments

• Timothy S. Crane, President & Chief Executive Officer, and David A. Dykstra, Vice Chairman & Chief Operating Officer, are listed as contacts for more information.

Industry Context

This announcement reflects a common practice in the financial services industry where banks manage their capital structure by redeeming existing preferred stock and issuing new series, often to optimize funding costs, manage regulatory capital, or adjust to market conditions. The use of proceeds from a new Series F offering to redeem older Series D and E preferred stock indicates a strategic capital management decision.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders of Series D and Series E Preferred Stock will receive the redemption price and their final quarterly dividend, after which their investment in these specific securities will cease.
• Holders of the newly issued Series F Preferred Stock will become the new preferred shareholders, providing capital to the company.

Next Steps

• Payment of regular quarterly dividends on Series D and Series E Preferred Stock to holders of record on July 1, 2025, on July 15, 2025.
• Redemption of all outstanding Series D and Series E Preferred Stock and related Depositary Shares on July 15, 2025.
• Cessation of trading for Series D Preferred Stock and Depositary Shares on the NASDAQ Stock Market on or after July 15, 2025.

Key Dates

Keywords

Wintrust Financial Corporation, WTFC, Preferred Stock Redemption, Series D Preferred Stock, Series E Preferred Stock, Depositary Shares, Capital Structure, SEC Filing, 8-K, Financial Services, Banking