信达金融 2024年度报告

FORM10-K ☑Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year endedDecember31, 2024 Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from toCommission File Number001-35077 36-3873352 (I.R.S. Employer Identification No.) 9700 W. Higgins Road, Suite 800Rosemont,Illinois60018(Address of principal executive offices) Registrant’s telephone number, including area code:(847)939-9000Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.þYes¨No Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.¨YesþNo Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.þYes¨No Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit such files).þYes¨No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definition of “largeaccelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filer☑Acceleratedfiler☐Non-Accelerated filer☐Smallerreportingcompany☐Emerging growthcompany☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal controls over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.þYes¨No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issuedfinancial statements.¨Yes¨No Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).¨Yes¨No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☑No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June28, 2024 (the last business day of the registrant’s most recently completed second quarter),determined using the closing price of the common stock on that day of $98.56, as reported by the Nasdaq Global Select Market, was $6,034,106,686. As of February 26, 2025, the registrant had66,707,801shares of common stock outstanding. Portions of the Proxy Statement for the Company’s Annual Meeting of Shareholders to be held on May 22, 2025 are incorporated by reference into Part III. TABLE OF CONTENTS PART I ITEM1BusinessITEM1A.Risk FactorsITEM1B.Unresolved Staff CommentsITEM1C.CybersecurityITEM2.PropertiesITEM3.Legal ProceedingsITEM4.Mine Safety Disclosures PART II ITEM5.Market for Registrant’s Common Equity, Related Stockholder Mattersand Issuer Purchases of EquitySecurities47ITEM6.[Reserved]48ITEM7.Management’s Discussion and Analysis of Financial Condition and Results of Operations49ITEM7A.Quantitative and Qualitative Disclosures About Market Risk93ITEM8.Financial Statements and Supplementary Data96ITEM9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure169ITEM9A.Controls and Procedures169ITEM9B.Other Information172ITEM9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections172 PART III ITEM10.Directors, Executive Officers and Corporate Governance172ITEM11.Executive Compensation172ITEM12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters173ITEM13.Certain Relationships and Related Transactions, and Director Independence173ITEM14.Principal Accountant Fees and Services173 PART IV ITEM15.Exhibits, Financial Statement Schedules174ITEM 16.Form 10-K Summary180Signatures181 PART I ITEM 1. BUSINESS Overview Wintrust Financial