Item 1.01. Entry into a Material Definitive Agreement.

On May 13, 2020, First Midwest Bancorp, Inc. ("First Midwest") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), relating to the public offering (the "Offering") of 4,000,000 depositary shares (the "Depositary Shares"), each representing a 1/40th interest in a share of First Midwest's 7.000% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series A, liquidation preference of $1,000 per share (the "Series A Preferred Stock"), and up to an additional 600,000 Depositary Shares pursuant to an option granted to the Underwriters to purchase additional Depositary Shares. The Underwriting Agreement contains various representations, warranties and agreements by First Midwest, conditions to closing, indemnification rights and obligations of the parties and termination provisions. The description of the Underwriting Agreement set forth above is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference. This Current Report on Form 8-K is being filed for the purpose of filing Exhibit 1.1 as an exhibit to First Midwest's registration statement on Form S-3 (File No. 333-238152) (the "Registration Statement") and such exhibit is hereby incorporated by reference into the Registration Statement.

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit
Number                                  Description
  1.1        Underwriting Agreement, dated May 13, 2020, among First Midwest and
           BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
           Securities, LLC, as representatives of the several underwriters named on
           Schedule A thereto.
 104.0     Cover Page Interactive Data File - the cover page XBRL tags are embedded
           within the Inline XBRL document.




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