MBFI / MB Financial, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

МБ Финансовый, Инк.
US ˙ NASDAQ
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1139812
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to MB Financial, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
April 1, 2019 15-12B

MBFI / MB Financial, Inc. FORM 15-12B

Form 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36599 MB Financial, Inc. (Exact name of registrant as specif

March 27, 2019 SC 13G

MBFI / MB Financial, Inc. / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 MB FINANCIAL, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 55264U108 (CUSIP Number) MARCH 21, 2019 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuant to which this

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos.

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos.

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos.

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos.

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos.

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

Form S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos.

March 22, 2019 S-8 POS

MBFI / MB Financial, Inc. FORM S-8 POS

S-8 POS 1 d661563ds8pos.htm FORM S-8 POS As filed with the Securities and Exchange Commission on March 22, 2019 Registration Nos. 333-216411, 333-208966, 333-197751, 333-176004, 333-176003, 333-145287, 333-142837, 333-136997, 333-120270, 333-105872, 333-97857, 333-81802, 333-64584 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Reg

March 22, 2019 EX-99.1

Fifth Third Bancorp Completes Merger with MB Financial, Inc.

EX-99.1 Exhibit 99.1 CONTACT: Chris Doll (Investors) FOR IMMEDIATE RELEASE 513-534-2345 MARCH 22, 2019 Gary Rhodes (Media) 513-534-4225 Fifth Third Bancorp Completes Merger with MB Financial, Inc. Cincinnati, Ohio, and Chicago, Illinois – Fifth Third Bancorp (Nasdaq: FITB) announced today it has completed its acquisition of MB Financial, Inc. (Nasdaq: MBFI). Primary systems and client conversion i

March 22, 2019 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 d707594d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2019 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

March 22, 2019 EX-3.1

Articles of Amendment to the Charter of MB Financial, Inc.

EX-3.1 Exhibit 3.1 Execution Draft ARTICLES OF AMENDMENT to the ARTICLES OF INCORPORATION of MB FINANCIAL, INC. (a Maryland corporation) MB Financial, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland (the “SDAT”) that: FIRST: The Corporation desires to amend its Articles of Incorporation (as amended and supplemented

March 21, 2019 25

MBFI / MB Financial, Inc. 25

25 1 a19-6981125.htm 25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 OMB APPROVAL OMB Number: 3235-0080 Expires: March 31, 2021 Estimated average burden hours per response. 1.00 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-36599 MB Financial, Inc. // The NASDAQ Stoc

March 21, 2019 10-K/A

Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-3

March 14, 2019 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

March 12, 2019 EX-99.1

IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE MB FINANCIAL, INC. COMMON STOCK DURING THE BLACKOUT PERIOD

EXHIBIT 99.1 IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE MB FINANCIAL, INC. COMMON STOCK DURING THE BLACKOUT PERIOD To: All Directors and Executive Officers of MB Financial, Inc. From: Doria Koros, Vice President and Corporate Secretary, MB Financial, Inc. Date: March 7, 2019 On December 6, 2018, you were notified that MB Financial, Inc. (the “Company” or “M

March 12, 2019 8-K

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

8-K 1 form8-k030719.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2019 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incor

March 12, 2019 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 RBC Capital Markets Financial Institutions Conference 2019 Greg D. Carmichael Chairman, President & Chief Executive Officer March 12, 2019 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. SEC File No.: 001-36599 Filer's SEC File No.: 001-33653

March 7, 2019 EX-99.1

Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial Expects to close on March 22, 2019

EX-99.1 Exhibit 99.1 CONTACT: Chris Doll (Investors) FOR IMMEDIATE RELEASE 513-534-2345 MARCH 7, 2019 Gary Rhodes (Media) 513-534-4225 Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial Expects to close on March 22, 2019 Cincinnati, Ohio and Chicago, Illinois – Fifth Third Bancorp (Nasdaq: FITB) and MB Financial, Inc. (Nasdaq: MBFI) jointly announced today that Fifth Th

March 7, 2019 425

FITB / Fifth Third Bancorp FORM 8-K (Prospectus)

425 1 d704896d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 7, 2019 (Exact name of registrant as specified in its charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission

March 7, 2019 EX-99.1

Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial Expects to close on March 22, 2019

Exhibit 99.1 CONTACT: Chris Doll (Investors) FOR IMMEDIATE RELEASE 513-534-2345 MARCH 7, 2019 Gary Rhodes (Media) 513-534-4225 Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial Expects to close on March 22, 2019 Cincinnati, Ohio and Chicago, Illinois – Fifth Third Bancorp (Nasdaq: FITB) and MB Financial, Inc. (Nasdaq: MBFI) jointly announced today that Fifth Third Banc

March 7, 2019 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a19-606118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2019 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorpora

March 7, 2019 EX-99.1

Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial Expects to close on March 22, 2019

Exhibit 99.1 CONTACT: Chris Doll (Investors) FOR IMMEDIATE RELEASE 513-534-2345 MARCH 7, 2019 Gary Rhodes (Media) 513-534-4225 Fifth Third Bancorp Receives Regulatory Approvals For Merger with MB Financial Expects to close on March 22, 2019 Cincinnati, Ohio and Chicago, Illinois – Fifth Third Bancorp (Nasdaq: FITB) and MB Financial, Inc. (Nasdaq: MBFI) jointly announced today that Fifth Third Banc

March 7, 2019 425

MBFI / MB Financial, Inc. 8-K (Prospectus)

425 1 a19-606118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2019 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorpora

March 1, 2019 10-K

Annual Report - 10-K

10-K 1 a12311810-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb

March 1, 2019 EX-24

Power of Attorney*

EX-24 4 exhibit244q18.htm EXHIBIT 24 EXHIBIT 24 LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mitchell Feiger and Randall T. Conte his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and al

March 1, 2019 EX-21

Subsidiaries of the Registrant*

EXHIBIT 21 MB FINANCIAL, INC. SUBSIDIARIES OF MB FINANCIAL, INC. Subsidiary Ownership Jurisdiction MB Financial Bank, N.A. Wholly-owned subsidiary of MB Financial, Inc. United States MB Financial Capital Trust II MB Financial, Inc. owns 100% of the common securities of the trust Delaware Ashland Management Agency, LLC MB Financial Bank owns 99.8% and MB Financial, Inc. owns 0.2% Illinois MB Financ

February 28, 2019 POSASR

MBFI / MB Financial, Inc. POSASR

As filed with the Securities and Exchange Commission on February 28, 2019 Registration No.

February 12, 2019 SC 13G/A

MBFI / MB Financial, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* MB Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

February 11, 2019 SC 13G/A

MBFI / MB Financial, Inc. / VANGUARD GROUP INC Passive Investment

mbfinancialinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6 )* Name of issuer: MB Financial Inc Title of Class of Securities: Common Stock CUSIP Number: 55264U108 Date of Event Which Requires Filing of this Statement: December 31, 2018 Check the appropriate box to d

February 8, 2019 SC 13G/A

MBFI / MB Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs556.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* MB FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

January 22, 2019 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

January 22, 2019 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

January 22, 2019 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Fifth Third Bancorp 4Q18 Earnings Presentation January 22, 2019 Refer to earnings release dated January 22, 2019 for further information.

January 18, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2019 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission Fil

January 18, 2019 EX-99.1

4Q18 MB FINANCIAL, INC. REPORTS FOURTH QUARTER 2018 NET INCOME

EXHIBIT 99.1 4Q18 MB FINANCIAL, INC. REPORTS FOURTH QUARTER 2018 NET INCOME CHICAGO, January 22, 2019 – MB Financial, Inc. (the "Company") (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced fourth quarter 2018 net income of $75.9 million compared to $42.7 million last quarter and $144.2 million in the fourth quarter a year ago. Diluted earnings per common share were $

December 28, 2018 EX-99.1

Federal Reserve Does Not Object to Fifth Third Bancorp’s Resubmitted Capital Plan No changes to capital actions from original submission through 2Q 2019

EX-99.1 Exhibit 99.1 News Release CONTACT: Chris Doll (Investors) FOR IMMEDIATE RELEASE (513) 534-2345 December 28, 2018 Larry Magnesen (Media) (513) 534-8055 Federal Reserve Does Not Object to Fifth Third Bancorp’s Resubmitted Capital Plan No changes to capital actions from original submission through 2Q 2019 Cincinnati – Fifth Third Bancorp (Nasdaq: FITB) announced today that the Board of Govern

December 28, 2018 425

FITB / Fifth Third Bancorp 8-K (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 28, 2018 (Exact name of registrant as specified in its charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File Number) (IRS Emp

December 10, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

December 6, 2018 EX-99.1

IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE MB FINANCIAL, INC. COMMON STOCK DURING THE BLACKOUT PERIOD

EXHIBIT 99.1 IMPORTANT NOTICE REGARDING BLACKOUT PERIOD AND RESTRICTIONS ON YOUR RIGHTS TO TRADE MB FINANCIAL, INC. COMMON STOCK DURING THE BLACKOUT PERIOD To: All Directors and Executive Officers of MB Financial, Inc. From: Doria Koros, Vice President and Corporate Secretary, MB Financial, Inc. Date: December 6, 2018 On November 30, 2018, MB Financial, Inc. (the “Company” or “MB”) received a noti

December 6, 2018 8-K

Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits

8-K 1 form8-k113018.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of i

December 6, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 1 d668365d425.htm 425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. SEC File No.: 001-36599 Filer’s SEC File No.: 001-33653 Date: December 6, 2018 FifthThirdBancorp December 04, 2018 02:00 PM EST Ryan Nash: All right, we’re going to get sta

December 4, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Goldman Sachs U.S. Financial Services Conference Greg D. Carmichael Chairman, President & Chief Executive Officer December 4, 2018 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. SEC File No.: 001-36599 Filer’s SEC File No.: 001-33653 Date: D

November 9, 2018 10-Q

MBFI / MB Financial, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36599 MB FIN

November 8, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

November 8, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 BancAnalysts Association of Boston Conference Tayfun Tuzun Executive Vice President & Chief Financial Officer November 8, 2018 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

October 23, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 1 d644511d425.htm 425 Filed by Fifth Third Bancorp Company Name: Fifth Third Market Cap: 17,211.66 pursuant to Rule 425 under the Securities Act of 1933 Company Ticker: FITB US Current PX: 25.83 and deemed filed pursuant to Rule 14a-12 Date: 2018-10-23 YTD Change($): -4.51 under the Securities Exchange Act of 1934 Event Description: Q3 2018 Earnings Call YTD Change(%): -14.865 Subject Company:

October 23, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Fifth Third Bancorp 3Q18 Earnings Presentation October 23, 2018 Refer to earnings release dated October 23, 2018 for further information.

October 23, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

October 22, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 23, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission Fil

October 22, 2018 EX-99.1

MB FINANCIAL, INC. REPORTS THIRD QUARTER 2018 NET INCOME

EX-99.1 2 exhibit991earningsrelease.htm EXHIBIT 99.1 EXHIBIT 99.1 3Q18 MB FINANCIAL, INC. REPORTS THIRD QUARTER 2018 NET INCOME CHICAGO, October 23, 2018 – MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced third quarter 2018 net income of $42.7 million compared to $38.5 million last quarter and $60.8 million in the third quarter a year ago. Diluted

September 20, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen – Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Receives Necessary Stockholder Approvals for Merger with Fifth Third Bancorp CHICAGO (September 18, 2018) - MB Financial, I

September 20, 2018 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 form8-k091818.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of

September 12, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

September 12, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Barclays Global Financial Services Conference 2018 Greg D. Carmichael Chairman, President & Chief Executive Officer September 12, 2018 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. SEC File No.: 001-36599 Filer’s SEC File No.: 001-33653 Dat

September 11, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen – Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Redemption of Certain of its Trust Preferred Securities CHICAGO (September 10, 2018) - MB Financial, Inc. (the “C

September 11, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-ktrupsfobbiii.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdicti

September 7, 2018 8-K

Other Events

8-K 1 a18-2710428k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

September 7, 2018 425

MBFI / MB Financial, Inc. 8-K (Prospectus)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2018 MB FINANCIAL, INC.

September 7, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

425 1 a18-271041425.htm 425 Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following letter is being mailed by MB Financial, Inc. to certain of its preferred stockholders. PLEASE VOTE YOUR PROXY TODAY September

August 31, 2018 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission File

August 31, 2018 EX-99.1

MB Financial, Inc. Announces Redemption of Certain of its Trust Preferred Securities

Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Redemption of Certain of its Trust Preferred Securities CHICAGO (August 30, 2018) — MB Financial, Inc. (the “Comp

August 28, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following letter is being mailed by MB Financial, Inc. to certain of its preferred stockholders. YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY August 28, 2018

August 16, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-6 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following letter is being mailed by MB Financial, Inc. to its stockholders. YOUR VOTE IS IMPORTANT PLEASE VOTE YOUR PROXY TODAY August 16, 2018 Dear Stockholder: We

August 9, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-k080918.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

August 9, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen – Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Redemption of Certain of its Trust Preferred Securities CHICAGO (August 9, 2018) - MB Financial, Inc. (the “Compa

August 9, 2018 10-Q

MBFI / MB Financial, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36599 MB FINANCIA

August 3, 2018 DEFM14A

MBFI / MB Financial, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

July 19, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

July 19, 2018 425

FITB / Fifth Third Bancorp FORM 425 (Prospectus)

Form 425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

July 19, 2018 425

FITB / Fifth Third Bancorp FORM 425 (Prospectus)

Form 425 Table of Contents Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

July 18, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 19, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission File N

July 18, 2018 EX-99.1

MB FINANCIAL, INC. REPORTS SECOND QUARTER 2018 NET INCOME

EXHIBIT 99.1 2Q18 MB FINANCIAL, INC. REPORTS SECOND QUARTER 2018 NET INCOME CHICAGO, July 19, 2018 – MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced second quarter 2018 net income of $38.5 million compared to $56.8 million last quarter and $44.5 million in the second quarter a year ago. Diluted earnings per common share were $0.42 in the second q

July 18, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following communication was provided to employees of MB Financial, Inc. on July 18, 2018. MEMORANDUM TO: All Employees FROM: Mitchell Feiger DATE: July 18, 2018 SU

July 18, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

July 18, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

July 9, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-k070918.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorp

July 9, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

EX-99.1 2 ex991trupsredemptionnotice.htm EXHIBIT 99.1 Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen – Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Redemption of Certain of its Trust Preferred Securities CHI

June 29, 2018 EX-99.1

Fifth Third Announces 2018 CCAR Capital Plan Acquisition-related resubmission does not delay capital distributions

EX-99.1 Exhibit 99.1 News Release CONTACT: Sameer Gokhale (Investors) FOR IMMEDIATE RELEASE (513) 534-2219 June 28, 2018 Larry Magnesen (Media) (513) 534-8055 Fifth Third Announces 2018 CCAR Capital Plan Acquisition-related resubmission does not delay capital distributions Cincinnati – Fifth Third Bancorp (NASDAQ: FITB) announced today that the Board of Governors of the Federal Reserve System (“th

June 29, 2018 425

FITB / Fifth Third Bancorp FORM 8-K (Prospectus)

425 1 d605814d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): June 28, 2018 (Exact name of registrant as specified in its charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission

June 29, 2018 11-K

MBFI / MB Financial, Inc. 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2017 OR o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-36599 A. Full title of the plan and the address

June 11, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

425 1 form425faqoptions061118.htm 425 Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following communication was provided to employees of MB Financial, Inc. on June 11, 2018. MEMORANDUM TO: All Stock Option Hol

June 11, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following communication was provided to employees of MB Financial, Inc. on June 11, 2018. MEMORANDUM TO: All Restricted Stock and Restricted Stock Unit Holders DAT

June 11, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following communication was provided to employees of MB Financial, Inc. on June 11, 2018. MEMORANDUM TO: PSU Holders DATE: June 11, 2018 SUBJECT: FAQs Relating to

May 23, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

Table of Contents Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

May 23, 2018 EX-2.1

AGREEMENT AND PLAN OF MERGER by and among MB FINANCIAL, INC. FIFTH THIRD BANCORP FIFTH THIRD FINANCIAL CORPORATION Dated as of May 20, 2018

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MB FINANCIAL, INC. FIFTH THIRD BANCORP AND FIFTH THIRD FINANCIAL CORPORATION Dated as of May 20, 2018 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Company Preferred Stock 3 1.7 Parent Common Stock 3 1.8 Interm

May 23, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a18-1394448k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorpora

May 23, 2018 EX-2.1

Agreement and Plan of Merger by and among Fifth Third Bancorp, Fifth Third Financial Corporation and MB Financial, Inc., dated as of May 20, 2018 (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by MB Financial, Inc. on May 23, 2018).

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MB FINANCIAL, INC. FIFTH THIRD BANCORP AND FIFTH THIRD FINANCIAL CORPORATION Dated as of May 20, 2018 TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock 2 1.6 Company Preferred Stock 3 1.7 Parent Common Stock 3 1.8 Interm

May 23, 2018 425

MBFI / MB Financial, Inc. 8-K (Prospectus)

425 1 a18-1394448k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorpora

May 22, 2018 EX-2.1

Agreement and Plan of Merger by and among Fifth Third Bancorp, Fifth Third Financial Corporation and MB Financial, Inc., dated as of May 20, 2018.

EX-2.1 2 d593660dex21.htm EX-2.1 Table of Contents Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among MB FINANCIAL, INC. FIFTH THIRD BANCORP AND FIFTH THIRD FINANCIAL CORPORATION Dated as of May 20, 2018 Table of Contents TABLE OF CONTENTS ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 1 1.3 Effective Time 1 1.4 Effects of the Merger 2 1.5 Conversion of Company Common Stock

May 22, 2018 425

FITB / Fifth Third Bancorp 8-K (Prospectus)

425 1 d593660d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 20, 2018 (Exact name of registrant as specified in its charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File

May 21, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Table of Contents Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

May 21, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following communication was provided to employees of MB Financial, Inc. on May 21, 2018. MEMORANDUM TO: All Employees FROM: Mitch Feiger DATE: May 21, 2018 SUBJECT

May 21, 2018 425

MBFI / MB Financial, Inc. 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc. Commission File No.: 001- 36599 The following communication was provided to employees of MB Financial, Inc. on May 21, 2018. Employee FAQ’s We understand the recent news regarding the merger of MB Fi

May 21, 2018 425

FITB / Fifth Third Bancorp 425 (Prospectus)

425 Filed by Fifth Third Bancorp pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: MB Financial, Inc.

May 21, 2018 425

FITB / Fifth Third Bancorp 8-K (Prospectus)

425 1 d569882d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 20, 2018 (Exact name of registrant as specified in its charter) OHIO (State or Other Jurisdiction of Incorporation) 001-33653 31-0854434 (Commission File

May 21, 2018 EX-99.1

Fifth Third Bancorp to merge with MB Financial, Inc. creating a leading retail and commercial franchise in the attractive Chicago market Transaction expected to create significant shareholder value

EX-99.1 2 d569882dex991.htm EX-99.1 Exhibit 99.1 CONTACT: Sameer Gokhale (Investors) FOR IMMEDIATE RELEASE 513-534-2219 MAY 21, 2018 Larry Magnesen (Media) 513-534-8055 Fifth Third Bancorp to merge with MB Financial, Inc. creating a leading retail and commercial franchise in the attractive Chicago market Transaction expected to create significant shareholder value Cincinnati, Ohio and Chicago, Ill

May 21, 2018 EX-99.2

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed merger, Fifth Third Bancorp will file with the SEC a Registration Statement on Form S-4 that will include the Proxy Statement of MB Financial, Inc. and a Prospectus

EX-99.2 Fifth Third Bancorp Merger with MB Financial May 21, 2018 Refer to press release dated May 21, 2018 for further information. Exhibit 99.2 IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT In connection with the proposed merger, Fifth Third Bancorp will file with the SEC a Registration Statement on Form S-4 that will include the Proxy Statement of MB Financial, Inc. and a Prospectus of

May 21, 2018 EX-99.1

Fifth Third Bancorp to merge with MB Financial, Inc. creating a leading retail and commercial franchise in the attractive Chicago market Transaction expected to create significant shareholder value

Exhibit 99.1 CONTACT: Sameer Gokhale (Investors) FOR IMMEDIATE RELEASE 513-534-2219 MAY 21, 2018 Larry Magnesen (Media) 513-534-8055 Fifth Third Bancorp to merge with MB Financial, Inc. creating a leading retail and commercial franchise in the attractive Chicago market Transaction expected to create significant shareholder value Cincinnati, Ohio and Chicago, Illinois — Fifth Third Bancorp (Nasdaq:

May 21, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a18-1394418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorpora

May 21, 2018 EX-99.1

Fifth Third Bancorp to merge with MB Financial, Inc. creating a leading retail and commercial franchise in the attractive Chicago market Transaction expected to create significant shareholder value

Exhibit 99.1 CONTACT: Sameer Gokhale (Investors) FOR IMMEDIATE RELEASE 513-534-2219 MAY 21, 2018 Larry Magnesen (Media) 513-534-8055 Fifth Third Bancorp to merge with MB Financial, Inc. creating a leading retail and commercial franchise in the attractive Chicago market Transaction expected to create significant shareholder value Cincinnati, Ohio and Chicago, Illinois — Fifth Third Bancorp (Nasdaq:

May 21, 2018 425

MBFI / MB Financial, Inc. 8-K (Prospectus)

425 1 a18-1394418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorpora

May 18, 2018 8-K

MBFI / MB Financial, Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission File No

May 10, 2018 10-Q

MBFI / MB Financial, Inc. 10-Q (Quarterly Report)

10-Q 1 a03311810q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file

April 24, 2018 EX-99.1

MB FINANCIAL, INC. REPORTS FIRST QUARTER 2018 NET INCOME OF $56.8 MILLION

EX-99.1 2 exhibit991earningsrelease.htm EXHIBIT 99.1 EXHIBIT 99.1 1Q18 MB FINANCIAL, INC. REPORTS FIRST QUARTER 2018 NET INCOME OF $56.8 MILLION CHICAGO, April 24, 2018 – MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced first quarter 2018 net income of $56.8 million compared to $144.2 million last quarter and $54.5 million in the first quarter a y

April 24, 2018 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-kearningsrelease1q18.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdi

April 24, 2018 EX-99.2

Investor Presentation April 2018 NASDAQ: MBFI EXHIBIT 99.2 2 Forward-Looking Statements When used in this presentation and in reports filed with or furnished to the Securities and Exchange Commission, in press releases or other public stockholder com

EX-99.2 3 exhibit992investorpresen.htm EXHIBIT 99.2 Investor Presentation April 2018 NASDAQ: MBFI EXHIBIT 99.2 2 Forward-Looking Statements When used in this presentation and in reports filed with or furnished to the Securities and Exchange Commission, in press releases or other public stockholder communications, or in oral statements made with the approval of an authorized executive officer, the

April 12, 2018 8-K

Costs Associated with Exit or Disposal Activities, Results of Operations and Financial Condition

8-K 1 form8-k041218.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

April 2, 2018 DEFA14A

MBFI / MB Financial, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ý Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 2, 2018 DEF 14A

MBFI / MB Financial, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ý Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

February 26, 2018 EX-21

Subsidiaries of the Registrant*

EXHIBIT 21 MB FINANCIAL, INC. SUBSIDIARIES OF MB FINANCIAL, INC. Subsidiary Ownership Jurisdiction MB Financial Bank, N.A. Wholly-owned subsidiary of MB Financial, Inc. United States Coal City Capital Trust I MB Financial, Inc. owns 100% of the common securities of the trust Delaware MB Financial Capital Trust II MB Financial, Inc. owns 100% of the common securities of the trust Delaware Ashland M

February 26, 2018 EX-10.24A

Amended and Restated Employment Agreement by and between the Registrant, MB Financial Bank, N.A. and Mark A. Hoppe (incorporated herein by reference to Exhibit 10.24A to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-36599))

Exhibit 10.24A AMENDED AND RESTATED EMPLOYMENT AGREEMENT THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 30th day of October, 2017 (the “Effective Date”), by and between MB Financial Bank, N.A. (the “Bank”), a wholly-owned subsidiary of MB Financial, Inc. (the “Corporation”), the Corporation and Mark A. Hoppe (the “Executive”). WHEREAS, Executi

February 26, 2018 EX-24

Power of Attorney*

EXHIBIT 24 LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Mitchell Feiger and Randall T.

February 26, 2018 10-K

MBFI / MB Financial, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36599 MB FINANCIAL, I

February 16, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

Exhibit Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen ? Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Redemption of Certain of its Trust Preferred Securities CHICAGO (February 15, 2018) - MB Financial, Inc.

February 16, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-k021518.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of i

February 9, 2018 SC 13G/A

MBFI / MB Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* MB FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 9, 2018 SC 13G/A

MBFI / MB Financial, Inc. / VANGUARD GROUP INC Passive Investment

mbfinancialinc.htm - Generated by SEC Publisher for SEC Filing SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5 )* Name of issuer: MB Financial Inc Title of Class of Securities: Common Stock CUSIP Number: 55264U108 Date of Event Which Requires Filing of this Statement: December 31, 2017 Check the appropriate box to d

February 8, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

Exhibit Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen ? Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Date of Annual Meeting of Stockholders CHICAGO (February 6, 2018) ? MB Financial, Inc., (Nasdaq: MBFI) an

February 8, 2018 8-K

Financial Statements and Exhibits, Other Events

8-K 1 form8-k020618.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of in

February 8, 2018 SC 13G/A

MBFI / MB Financial, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* MB Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sch

January 25, 2018 8-K

MBFI / MB Financial, Inc. 8-K (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commi

January 25, 2018 EX-99.1

4Q17 MB FINANCIAL, INC. REPORTS FOURTH QUARTER 2017 NET INCOME OF $144.2 MILLION

Exhibit EXHIBIT 99.1 4Q17 MB FINANCIAL, INC. REPORTS FOURTH QUARTER 2017 NET INCOME OF $144.2 MILLION CHICAGO, January 25, 2018 ? MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced fourth quarter 2017 net income of $144.2 million compared to $60.8 million last quarter and $47.2 million in the fourth quarter a year ago. Diluted earnings per common sh

January 10, 2018 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

Exhibit MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. to Redeem Series A Preferred Stock CHICAGO (January 10, 2018) - MB Financial, Inc. (the ?Company?) (NASDAQ: MBFI) announced toda

January 10, 2018 8-K

Financial Statements and Exhibits, Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2018 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commi

January 4, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Comm

December 28, 2017 8-K

MBFI / MB Financial, Inc. 8-K (Current Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Comm

December 15, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Comm

November 22, 2017 8-A12B

MBFI / MB Financial, Inc. 8-A12B

8-A12B 1 a17-26404118a12b.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 MB Financial, Inc. (Exact name of registrant as specified in its charter) Maryland 36-4460265 (State of incorporation or organization) (I.R.S. Employer Identifi

November 22, 2017 EX-4.2

Deposit Agreement, dated as of November 22, 2017, between the Registrant, Computershare Inc. and Computershare Trust Company, N.A., as depositary, and the holders from time to time of the depositary receipts described therein (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2017 (File No.001-36599))

EX-4.2 3 a17-2640410ex4d2.htm EX-4.2 Exhibit 4.2 DEPOSIT AGREEMENT among MB FINANCIAL, INC., COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A., collectively, as Depositary, and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of November 22, 2017 TABLE OF CONTENTS ARTICLE I DEFINED TERMS 1 Section 1.1 Definitions 1 ARTICLE II FORM OF RECEIPTS, DEPOSIT OF SE

November 22, 2017 EX-4.1

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Exhibit 4.1 Exhibit 4.1 \'1 \ ?\'.,. "-? " \ ' -:-.. ." ;"\ -.. < r ?. P\': l-' ' { ?:-, '\ ' . ', - " ' - - .I - "' :s ' .. -'"J- r ? \" ' , -?; .;;::-.. - - . . ??- - . ( ? - - . ? { - ? -' ?., . -'\ )- \. - .. \ 1 \ "' tl " "\ ,. - ., ' !13A:11'1HM JDIWH:JANY !I01N1WJ9!1YIN1!ION0/1'1!1117'1 iflOHl/M 'Win:J/1/I'I'd AII1A1Nl 'Jl'I:J/i/11/J::J 1H1 JO J:J'Ii 3Hl NOdfl N111/IIM Slf 3W'IN JH1Hl/M ONO

November 22, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a17-26404108k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 22, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inc

November 21, 2017 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 a17-2640498k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 15, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

November 21, 2017 EX-3.1

Articles Supplementary to the Charter of the Registrant for the Registrant’s 6.00% Non-Cumulative Perpetual Preferred Stock, Series C (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 21, 2017 (File No.001-36599))

EX-3.1 3 a17-264049ex3d1.htm EX-3.1 Exhibit 3.1 MB FINANCIAL, INC. ARTICLES SUPPLEMENTARY MB Financial, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the Department of Assessments and Taxation of the State of Maryland that: FIRST: Under a power contained in Article 5 of the charter of the Corporation, the board of directors (the “Board”) of the Corporation, by the following

November 21, 2017 EX-1.1

MB FINANCIAL, INC. (Maryland Corporation) 8,000,000 Depositary Shares, Each Representing 1/40th Interest in a Share of 6.00% Fixed-Rate Noncumulative Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENT

EX-1.1 2 a17-264049ex1d1.htm EX-1.1 Exhibit 1.1 EXECUTION VERSION MB FINANCIAL, INC. (Maryland Corporation) 8,000,000 Depositary Shares, Each Representing 1/40th Interest in a Share of 6.00% Fixed-Rate Noncumulative Perpetual Preferred Stock, Series C UNDERWRITING AGREEMENT Dated: November 15, 2017 UNDERWRITING AGREEMENT November 15, 2017 Merrill Lynch, Pierce, Fenner & Smith Incorporated UBS Secu

November 17, 2017 424B5

Calculation of Registration Fee

424B5 1 a2233866z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(5) File No. 333-221322 Calculation of Registration Fee Title of Each Class of Securities To Be Registered Maximum Aggregate Offering Price Amount of Registration Fee Depositary Shares of MB Financial, Inc., Each Representing a 1/40th Interest in a Share of 6.00% Non-Cumul

November 16, 2017 EX-4.2

MB FINANCIAL BANK, NATIONAL ASSOCIATION 4.00% FIXED-TO-FLOATING RATE SUBORDINATED NOTE DUE 2027

Exhibit 4.2 THIS OBLIGATION IS NOT A DEPOSIT AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION. NOR IS THIS OBLIGATION GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS OBLIGATION IS SUBORDINATED TO THE CLAIMS OF DEPOSITORS AND GENERAL CREDITORS, IS UNSECURED, AND IS INELIGIBLE AS COLLATERAL FOR A LOAN BY MB FINANCIAL BA

November 16, 2017 EX-1.1

MB FINANCIAL BANK, NATIONAL ASSOCIATION 4.00% Fixed-to-Floating Rate Subordinated Notes due 2027 PURCHASE AGREEMENT

Exhibit 1.1 EXECUTION VERSION MB FINANCIAL BANK, NATIONAL ASSOCIATION $175,000,000 4.00% Fixed-to-Floating Rate Subordinated Notes due 2027 PURCHASE AGREEMENT November 14, 2017 Sandler O?Neill & Partners, L.P. 1251 Avenue of the Americas, 6th Floor New York, New York 10020 Ladies and Gentlemen: MB Financial Bank, National Association (the ?Company?), confirms its agreement with Sandler O?Neill & P

November 16, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a17-2640478k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

November 16, 2017 EX-4.1

PAYING AGENCY AGREEMENT MB FINANCIAL BANK, NATIONAL ASSOCIATION, as Issuer, U.S. BANK NATIONAL ASSOCIATION as Paying Agent, Calculation Agent, DTC Custodian and Note Registrar November 16, 2017

Exhibit 4.1 PAYING AGENCY AGREEMENT between MB FINANCIAL BANK, NATIONAL ASSOCIATION, as Issuer, and U.S. BANK NATIONAL ASSOCIATION as Paying Agent, Calculation Agent, DTC Custodian and Note Registrar November 16, 2017 THIS PAYING AGENCY AGREEMENT, made and dated as of November 16, 2017 (this ?Agreement?), between MB Financial Bank, National Association, as Issuer (the ?Issuer?) and U.S. Bank Natio

November 15, 2017 FWP

MB Financial, Inc. Term Sheet 8,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.000% Noncumulative Perpetual Preferred Stock, Series C

FWP 1 a17-264046fwp.htm FWP Free Writing Prospectus Dated November 15, 2017 Filed pursuant to Rule 433 Registration Number 333-221322 November 15, 2017 MB Financial, Inc. Term Sheet $200,000,000 8,000,000 Depositary Shares, Each Representing a 1/40th Interest in a Share of 6.000% Noncumulative Perpetual Preferred Stock, Series C Issuer: MB Financial, Inc. (the “Company”) Securities: Depositary sha

November 13, 2017 FWP

Concurrent Offerings by MB Financial, Inc. and MB Financial Bank, N.A. Depositary Shares, Each Representing a 1/40th Interest in a Share of Series C Noncumulative Perpetual Preferred Stock of MB Financial, Inc. Subordinated Notes of MB Financial Bank

Free Writing Prospectus Dated November 13, 2017 Filed pursuant to Rule 433 Registration Number 333-221322 Concurrent Offerings by MB Financial, Inc.

November 13, 2017 FWP

MB Financial, Inc. Announces Public Offering of Depositary Shares MB Financial Bank, N.A. Announces Offering of Subordinated Notes

FWP 1 a17-264045fwp.htm FWP Free Writing Prospectus Dated November 13, 2017 Filed pursuant to Rule 433 Registration Number 333-221322 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. An

November 13, 2017 EX-99.1

MB Financial, Inc. Announces Public Offering of Depositary Shares MB Financial Bank, N.A. Announces Offering of Subordinated Notes

EX-99.1 2 a17-264044ex99d1.htm EX-99.1 Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Public Offering of Depositary Shares MB Financial Bank, N.A. Announces Off

November 13, 2017 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a17-2640448k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 13, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

November 13, 2017 EX-99.2

Concurrent Offerings by MB Financial, Inc. and MB Financial Bank, N.A. Depositary Shares, Each Representing a 1/40th Interest in a Share of Series C Noncumulative Perpetual Preferred Stock of MB Financial, Inc. Subordinated Notes of MB Financial Bank

Exhibit 99.2 Concurrent Offerings by MB Financial, Inc. and MB Financial Bank, N.A. Depositary Shares, Each Representing a 1/40th Interest in a Share of Series C Noncumulative Perpetual Preferred Stock of MB Financial, Inc. Subordinated Notes of MB Financial Bank, N.A. November 2017 MB Financial, Inc. (the ?Company?) is conducting an offering of depositary shares, each representing a 1/40th intere

November 13, 2017 424B5

Subject to Completion Preliminary Prospectus Supplement dated November 13, 2017

424B5 1 a2233798z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-221322 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not

November 6, 2017 10-Q

MBFI / MB Financial, Inc. 10-Q (Quarterly Report)

10-Q 1 a09301710q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

November 3, 2017 EX-4.4

Form of Senior Indenture.

Exhibit 4.4 MB FINANCIAL, INC. TO as Trustee INDENTURE Dated as of , 201 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 7 SECTION 103. Form of Documents Delivered to Trustee 8 SECTION 104. Acts of Holders 8 SECTION 105. Notices, etc. 9 SECTION 106. Notic

November 3, 2017 EX-4.5

Form of Subordinated Indenture.

EX-4.5 3 a2233671zex-45.htm EX-4.5 Exhibit 4.5 MB FINANCIAL, INC. TO as Trustee INDENTURE Dated as of , 201 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 1 SECTION 101. Definitions 1 SECTION 102. Compliance Certificates and Opinions 8 SECTION 103. Form of Documents Delivered to Trustee 9 SECTION 104. Acts of Holders 9 SECTIO

November 3, 2017 424B5

CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per unit Proposed maximum aggregate offering price Amount of registration fee Common Stock, par value $0.01

424B5 1 a2233686z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration Statement No. 333-221322 CALCULATION OF REGISTRATION FEE Title of each class of securities to be registered Amount to be registered(1) Proposed maximum offering price per unit Proposed maximum aggregate offering price Am

November 3, 2017 8-K

MB Financial 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2017 MB FINANCIAL, INC.

November 3, 2017 S-3ASR

MB Financial S-3ASR

S-3ASR 1 a2233671zs-3asr.htm S-3ASR Use these links to rapidly review the document TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on November 3, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MB FINANCIAL, INC. (Exact name of registrant as s

October 31, 2017 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI

Exhibit EXHIBIT 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE Mark Hoppe to Become Member of MB Financial, Inc. Board of Directors CHICAGO, IL (October 31, 2017) - MB Financial, Inc. (NASDAQ: MBFI),

October 31, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k103117.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of in

October 18, 2017 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 19, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commi

October 18, 2017 EX-99

MB FINANCIAL, INC. REPORTS THIRD QUARTER 2017 NET INCOME OF $60.8 MILLION

Exhibit EXHIBIT 99 3Q17 MB FINANCIAL, INC. REPORTS THIRD QUARTER 2017 NET INCOME OF $60.8 MILLION CHICAGO, October 19, 2017 ? MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced third quarter 2017 net income of $60.8 million compared to $44.5 million last quarter and $44.4 million in the third quarter a year ago. Diluted earnings per common share wer

August 9, 2017 8-K

Regulation FD Disclosure

Form 8-K 080917 Investor Presentation Combined Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

August 7, 2017 10-Q

MB Financial 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36599 MB

July 20, 2017 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commissi

July 20, 2017 EX-99

MB FINANCIAL, INC. REPORTS SECOND QUARTER 2017 NET INCOME OF $44.5 MILLION; LOAN GROWTH OF 21.2% (1) ANNUALIZED

Exhibit EXHIBIT 99 2Q17 MB FINANCIAL, INC. REPORTS SECOND QUARTER 2017 NET INCOME OF $44.5 MILLION; LOAN GROWTH OF 21.2% (1) ANNUALIZED CHICAGO, July 20, 2017 ? MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced second quarter 2017 net income of $44.5 million compared to $54.5 million last quarter and $43.4 million in the second quarter a year ago.

June 29, 2017 11-K

MB Financial 11-K

Document SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2016 OR o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-36599 A. Full title of the plan and th

May 25, 2017 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Emplo

May 9, 2017 8-K

MB Financial 8-K (Current Report/Significant Event)

Form 8-K 050917 Investor Presentation Combined Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 9, 2017 10-Q

MB Financial 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36599 M

April 27, 2017 EX-99

MB FINANCIAL, INC. REPORTS FIRST QUARTER 2017 NET INCOME OF $54.5 MILLION

Exhibit EXHIBIT 99 1Q17 MB FINANCIAL, INC. REPORTS FIRST QUARTER 2017 NET INCOME OF $54.5 MILLION CHICAGO, April 27, 2017 ? MB Financial, Inc. (NASDAQ: MBFI), the holding company for MB Financial Bank, N.A., today announced first quarter 2017 net income of $54.5 million compared to $47.2 million last quarter and $39.1 million in the first quarter a year ago. Diluted earnings per common share were

April 27, 2017 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commiss

April 7, 2017 DEFA14A

MB Financial DEFA14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

April 7, 2017 DEF 14A

MB Financial DEF 14A

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ý Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

March 2, 2017 S-8

MB Financial S-8

S-8 1 forms-8401kprofitsharingpl.htm S-8 As filed with the Securities and Exchange Commission on March 2, 2017 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 36-4460265 (State or other jurisdiction of inco

February 24, 2017 10-K

MB Financial 10-K (Annual Report)

10-K 1 a12311610-k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb

February 10, 2017 SC 13G/A

MBFI / MB Financial, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 mbfinancialinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4 )* Name of issuer: MB Financial Inc Title of Class of Securities: Common Stock CUSIP Number: 55264U108 Date of Event Which Requires Filing of this Statement: December 31, 2016 Check the appropriate box to designate the rule pursuant to whi

February 9, 2017 SC 13G

MBFI / MB Financial, Inc. / Wellington Management Group LLP - SEC SCHEDULE 13G Passive Investment

SC 13G 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* MB Financial, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi

February 9, 2017 SC 13G/A

MBFI / MB Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs400.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* MB FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

February 8, 2017 8-K

Regulation FD Disclosure

Form 8-K 020817 Investor Presentation UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 27, 2017 EX-99

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (847) 653-7375 NASDAQ: MBFI

Exhibit EXHIBIT 99 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (847) 653-7375 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. Contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB FINANCIAL, INC. REPORTS EARNINGS FOR THE FOURTH QUARTER OF 2016 CHICAGO, January 26, 2017 ? MB Financial, Inc. (NASDAQ: MBFI), the hold

January 27, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2017 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commi

November 17, 2016 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission Fi

November 9, 2016 10-Q

MB Financial 10-Q (Quarterly Report)

10-Q 1 a09301610q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

November 9, 2016 8-K/A

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2016 MB FINANCIAL, INC.

November 9, 2016 EX-99.2

AMERICAN CHARTERED BANCORP, INC. AND SUBSIDIARY Schaumburg, Illinois CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 and 2014

EX-99.2 3 a16-208221ex99d2.htm EX-99.2 Exhibit 99.2 AMERICAN CHARTERED BANCORP, INC. AND SUBSIDIARY Schaumburg, Illinois CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 and 2014 AMERICAN CHARTERED BANCORP, INC. AND SUBSIDIARY Schaumburg, Illinois CONSOLIDATED FINANCIAL STATEMENTS December 31, 2015 and 2014 CONTENTS INDEPENDENT AUDITOR’S REPORT 1 CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED B

November 4, 2016 EX-24

EXHIBIT 24 MB Financial, Inc

EXHIBIT 24 MB Financial, Inc Power of Attorney for Executing Forms 3, 4 and 5 Know all men by these presents, that the undersigned, director or officer, or both, of MB Financial, Inc, hereby constitutes and appoints each of Doria L.

November 2, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k102716.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 27, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of in

November 2, 2016 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI

Exhibit EXHIBIT 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE Sunil Garg Appointed to MB Financial, Inc. Board of Directors Uptake, LLC Energy Solutions Leader adds depth to MBFI CHICAGO, IL (Novemb

October 21, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission Fil

October 21, 2016 EX-99

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (847) 653-7375 NASDAQ: MBFI

Exhibit EXHIBIT 99 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (847) 653-7375 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB FINANCIAL, INC. REPORTS EARNINGS FOR THE THIRD QUARTER OF 2016 CHICAGO, October 20, 2016 ? MB Financial, Inc. (NASDAQ: MBFI), the holdi

September 13, 2016 CORRESP

MB Financial ESP

Document September 13, 2016 Mr. Marc Thomas, Senior Staff Accountant U.S. Securities and Exchange Commission Division of Corporate Finance 100 F St. NE Washington, D.C. 20549 Re: MB Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 19, 2016 Form 8-K filed July 21, 2016 File No. 001-36599 Dear Mr. Thomas: This letter is in response to your letter dated August 22, 2016

September 6, 2016 CORRESP

MB Financial ESP

CORRESP 1 filename1.htm September 6, 2016 Mr. Marc Thomas, Senior Staff Accountant U.S. Securities and Exchange Commission Division of Corporate Finance 100 F St. NE Washington, D.C. 20549 Re: MB Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 19, 2016 Form 8-K filed July 21, 2016 File No. 001-36599 Dear Mr. Thomas: Reference is made to your letter dated August 22,

August 30, 2016 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

8-K 1 a16-1748518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 24, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 0-24566-01 36-4460265 (State or other jurisdiction of incor

August 30, 2016 EX-3.2

Articles Supplementary to the Charter of the Registrant for the Registrant’s Cumulative Voting Convertible Preferred Stock, Series B (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on August 30, 2016 (File No.001-36599))

Exhibit 3.2 MB FINANCIAL, INC. ARTICLES SUPPLEMENTARY MB Financial, Inc., a Maryland corporation (the ?Corporation?), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: Under a power contained in Article 5 of the charter of the Corporation, the board of directors of the Corporation (the ?Board of Directors?), by the following resolution duly adopted by th

August 30, 2016 EX-3.1

Charter of the Registrant, as amended (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 30, 2016 (File No. 001-36599))

EX-3.1 2 a16-174851ex3d1.htm EX-3.1 Exhibit 3.1 MB FINANCIAL, INC. ARTICLES OF AMENDMENT MB Financial, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation is hereby amended by changing the first two sentences of Section A of Article 5 to read as follows: “ARTICLE 5. A. Capital

August 30, 2016 EX-99.1

MB Financial Completes American Chartered Merger

Exhibit 99.1 MB Financial Completes American Chartered Merger Chicago-based bank continues to expand commercial banking business CHICAGO, Aug. 24, 2016 (GLOBE NEWSWIRE) ? MB Financial, Inc. (NASDAQ:MBFI), the parent company of MB Financial Bank, N.A., announced today it has completed its merger with American Chartered Bancorp, Inc. (?American Chartered?), and its wholly owned bank subsidiary, Amer

August 26, 2016 EX-99

American Chartered Bancorp, Inc. Amended and Restated 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 99 to MB Financial’s Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on August 26, 2016 (File No. 333-208966)).

Exhibit 99 AMERICAN CHARTERED BANCORP, INC. AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN 1. Restatement, Purpose, and Types of Awards. American Chartered Bancorp, Inc. (the ?Company?) hereby amends and restates the American Chartered Bancorp, Inc. Year 2001 Incentive Stock Option Plan and the American Chartered Bancorp, Inc. 2003 Stock Incentive Plan as the ?American Chartered Bancorp, Inc. 2005

August 26, 2016 EX-4.1

Charter of the Registrant, as amended (incorporated herein by reference to Exhibit 4.1 to the Post-Effective Amendment No. One on Form S-8 to the Registrant’s Form S-4 Registration Statement filed on August 26, 2016 (Registration No. 333-208966))

Exhibit 4.1 MB FINANCIAL, INC. ARTICLES OF AMENDMENT MB Financial, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation is hereby amended by changing the first two sentences of Section A of Article 5 to read as follows: “ARTICLE 5. A. Capital Stock. The total number of shares o

August 26, 2016 EX-4.1

Charter of the Registrant, as amended (incorporated herein by reference to Exhibit 4.1 to the Post-Effective Amendment No. One on Form S-8 to the Registrant’s Form S-4 Registration Statement filed on August 26, 2016 (Registration No. 333-208966))

Exhibit 4.1 MB FINANCIAL, INC. ARTICLES OF AMENDMENT MB Financial, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The charter of the Corporation is hereby amended by changing the first two sentences of Section A of Article 5 to read as follows: “ARTICLE 5. A. Capital Stock. The total number of shares o

August 26, 2016 S-8 POS

MB Financial S-8 POS

As filed with the Securities and Exchange Commission on August 26, 2016 Registration No.

August 26, 2016 EX-99

American Chartered Bancorp, Inc. Amended and Restated 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 99 to MB Financial’s Post-Effective Amendment No. 1 on Form S-8 to Form S-4 filed on August 26, 2016 (File No. 333-208966)).

Exhibit 99 AMERICAN CHARTERED BANCORP, INC. AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN 1. Restatement, Purpose, and Types of Awards. American Chartered Bancorp, Inc. (the ?Company?) hereby amends and restates the American Chartered Bancorp, Inc. Year 2001 Incentive Stock Option Plan and the American Chartered Bancorp, Inc. 2003 Stock Incentive Plan as the ?American Chartered Bancorp, Inc. 2005

August 26, 2016 S-8 POS

MB Financial S-8 POS

As filed with the Securities and Exchange Commission on August 26, 2016 Registration No.

August 11, 2016 425

MB Financial 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer?s Commission File Number: 001-36599 August 2016 NASDAQ: MBFI Investor Presentation Forward-Looking Statements 1 When used in this presentation and in reports filed with or furnished to the Securities and Exchange Commission (the "SEC"), in press releases or othe

August 11, 2016 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission File

August 5, 2016 10-Q

MB Financial 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36599 MB FINANCIA

August 5, 2016 CORRESP

MB Financial ESP

CORRESP 1 filename1.htm August 5, 2016 Mr. Marc Thomas, Senior Staff Accountant U.S. Securities and Exchange Commission Division of Corporate Finance 100 F St. NE Washington, D.C. 20549 Re: MB Financial, Inc. Form 10-K for Fiscal Year Ended December 31, 2015 Filed February 19, 2016 Form 8-K filed July 21, 2016 File No. 001-36599 Dear Mr. Thomas: This letter is in response to your letter dated July

July 21, 2016 425

MB Financial 425 (Prospectus)

Document Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer’s Commission File Number: 001-36599 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: beallen@mbfinancial.

July 21, 2016 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commissi

July 21, 2016 EX-99

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI

Exhibit EXHIBIT 99 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB FINANCIAL, INC. REPORTS EARNINGS FOR THE SECOND QUARTER OF 2016 CHICAGO, July 20, 2016 ? MB Financial, Inc. (NASDAQ: MBFI), the holding

June 28, 2016 11-K

MB Financial 11-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) x Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2015 OR o Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 001-36599 A. Full title of the plan and the address

May 27, 2016 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 25, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Emplo

May 24, 2016 8-K

MB Financial 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Emplo

May 5, 2016 425

MB Financial 425 (Prospectus)

investorpresentationmbfi May 2016 NASDAQ: MBFI Investor Presentation Filed by MB Financial, Inc.

May 5, 2016 8-K

Regulation FD Disclosure

Form 8-K 050416 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Com

April 19, 2016 425

MB Financial 425 (Prospectus)

425 Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer?s Commission File Number: 001-36599 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] F

April 19, 2016 EX-99

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI

Exhibit EXHIBIT 99 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB FINANCIAL, INC. REPORTS EARNINGS FOR THE FIRST QUARTER OF 2016 CHICAGO, April 18, 2016 ? MB Financial, Inc. (NASDAQ: MBFI), the holding

April 19, 2016 8-K

MB Financial 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 18, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission F

April 12, 2016 DEF 14A

MB Financial DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 12, 2016 DEFA14A

MB Financial DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. ) Filed by the Registrant ? Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

March 17, 2016 425

MB Financial 425 (Prospectus)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Employer

March 17, 2016 8-K

MB Financial 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Employer

March 4, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 form8-k030316.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common

March 4, 2016 EX-99.1

MB Financial Announces Leadership Changes

EX-99.1 2 exhibit991pressrelease0304.htm EXHIBIT 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Jill York, Vice President and Chief Financial Officer E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial Announces Leadership Changes CHICAGO – March 4, 2016 –MB Financial, I

February 26, 2016 EX-24

EXHIBIT 24 MB Financial, Inc

John Francoeur POA EXHIBIT 24 MB Financial, Inc Power of Attorney for Executing Forms 3, 4 and 5 Know all men by these presents, that the undersigned, director or officer, or both, of MB Financial, Inc, hereby constitutes and appoints each of Doria L.

February 25, 2016 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Emplo

February 19, 2016 8-K

MB Financial 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 17, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction (Common File No.) (IRS Emplo

February 19, 2016 EX-99.1

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI

EX-99.1 2 exhibit991pressrelease0217.htm EXHIBIT 99.1 Exhibit 99.1 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 1 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB Financial, Inc. Announces Date of Annual Meeting of Stockholders CHICAGO (February 17

February 10, 2016 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission Fi

February 10, 2016 425

MB Financial 425 (Prospectus)

425 1 a16-39912425.htm 425 Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer’s Commission File Number: 001-36599 February 2016 NASDAQ: MBFI Investor Presentation Forward-Looking Statements 1 When used in this presentation and in reports filed with or furnished to the Securities and Exchange Commission (the "SEC

February 10, 2016 SC 13G/A

MBFI / MB Financial, Inc. / VANGUARD GROUP INC Passive Investment

SC 13G/A 1 mbfinancialinc.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3 )* Name of issuer: MB Financial Inc Title of Class of Securities: Common Stock CUSIP Number: 55264U108 Date of Event Which Requires Filing of this Statement: December 31, 2015 Check the appropriate box to designate the rule pursuant to whi

February 9, 2016 SC 13G/A

MBFI / MB Financial, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* MB FINANCIAL INC (Name of Issuer) Common Stock (Title of Class of Securities) 55264U108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedu

February 4, 2016 424B3

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN CHARTERED BANCORP, INC.

February 2, 2016 CORRESP

MB Financial ESP

MB FINANCIAL, INC. 800 West Madison Street Chicago, Illinois 60607 February 2, 2016 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: MB Financial, Inc. (?we? or the ?Company?) Request for Acceleration of Effectiveness of Registration Statement on Form S-4 (File No. 333-208966) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, w

January 29, 2016 S-4/A

MB Financial S-4/A

Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN CHARTERED BANCORP, INC.

January 25, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 22, 2016 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of incorporation) (Commission Fil

January 25, 2016 425

MB Financial 425 (Prospectus)

425 Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer?s Commission File Number: 001-36599 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. Contact: Berry Allen - Investor Relations E-Mail: [email protected] F

January 25, 2016 EX-99

MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI

Exhibit EXHIBIT 99 MB Financial, Inc. 800 West Madison Street Chicago, Illinois 60607 (888) 422-6562 NASDAQ: MBFI PRESS RELEASE For Information at MB Financial, Inc. Contact: Berry Allen - Investor Relations E-Mail: [email protected] FOR IMMEDIATE RELEASE MB FINANCIAL, INC. REPORTS FOURTH QUARTER 2015 RESULTS CHICAGO, January 22, 2016 ? MB Financial, Inc. (NASDAQ: MBFI), the holding company

January 20, 2016 SC 13G/A

MBFI / MB Financial, Inc. / COLUMBIA WANGER ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7)* MB FINANCIAL INC (Name of Issuer) COMMON STOCK (Title of Class of Securities) 55264U108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the Rule pursuant to which this Schedule is

January 12, 2016 S-4

MB Financial S-4

S-4 1 a2227052zs-4.htm S-4 Use these links to rapidly review the document TABLE OF CONTENTS INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF AMERICAN CHARTERED BANCORP, INC. TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on January 12, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STAT

November 25, 2015 425

MB Financial 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer?s Commission File Number: 001-36599 Set forth below is the transcript of an investor conference call of MB Financial, Inc. held on November 23, 2015: Participants Mitchell Feiger; MB Financial, Inc. President, CEO Jill York; MB Financial, Inc. VP, CFO Mark Hoppe

November 24, 2015 425

MB Financial 8-K (Prospectus)

425 1 a15-2391238k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 0-24566-01 36-4460265 (State or other jurisdiction of inc

November 24, 2015 EX-2.1

Agreement and Plan of Merger, dated as of November 20, 2015, by and between the Registrant and American Chartered Bancorp, Inc. (incorporated herein by reference to Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed on November 24, 2015 (File No.001-36599))

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. and AMERICAN CHARTERED BANCORP, INC. Dated as of November 20, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Articles of Incorporation of Surviving Corporation 2 1.6 Bylaws of Surviving Corporation 2 1.7 Directors 2 1.8 Officers 2 1.9 Bank

November 24, 2015 8-K

MB Financial 8-K (Current Report/Significant Event)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 MB FINANCIAL, INC.

November 24, 2015 EX-2.1

AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. AMERICAN CHARTERED BANCORP, INC. Dated as of November 20, 2015

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between MB FINANCIAL, INC. and AMERICAN CHARTERED BANCORP, INC. Dated as of November 20, 2015 TABLE OF CONTENTS Page ARTICLE I THE MERGER 1.1 The Merger 1 1.2 Closing 2 1.3 Effective Time 2 1.4 Effects of the Merger 2 1.5 Articles of Incorporation of Surviving Corporation 2 1.6 Bylaws of Surviving Corporation 2 1.7 Directors 2 1.8 Officers 2 1.9 Bank

November 23, 2015 425

MB Financial 8-K (Prospectus)

425 1 a15-2391218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

November 23, 2015 425

MB Financial 425 (Prospectus)

Filed by MB Financial, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: American Chartered Bancorp, Inc. Filer’s Commission File Number: 001-36599 Set forth below is informational material provided to employees of MB Financial, Inc. and American Chartered Bancorp, Inc. regarding the proposed merger of MB Financial and American Chartered: Answers for Employees What does t

November 23, 2015 EX-99.2

Additional Information 2 MB Financial will file a registration statement on Form S-4 with the SEC in connection with the proposed transaction. The registration statement will include a proxy statement/prospectus, which will be sent to the stockholder

EX-99.2 3 a15-239121ex99d2.htm EX-99.2 Exhibit 99.2 November 22, 2015 Solidifying MB’s Position as Chicagoland’s Premier Commercial Bank Exhibit 99.2 Forward-Looking Statements 1 When used in this presentation and in documents filed with or furnished to the Securities and Exchange Commission (the “SEC”), in press releases or other public shareholder communications, or in oral statements made with

November 23, 2015 8-K

Financial Statements and Exhibits, Other Events

8-K 1 a15-2391218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2015 MB FINANCIAL, INC. (Exact name of registrant as specified in its charter) Maryland 001-36599 36-4460265 (State or other jurisdiction of inco

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