FULLTEXT DEL 4 AV 5
10-K – 2026-02-26 – umbf-20251231.htm
Allowance for credit losses on off-balance sheet credit exposures: Beginning balance $ 2,234 $ — $ 1,741 $ 70 $ 16 $ — $ 63 $ 4,124 $ 14 $ 4,138 Initial allowance for credit loss at acquisition 2,166 — 1,192 63 41 — 114 3,576 7 3,583 Provision ( 1,514 ) — ( 385 ) 21 34 — ( 150 ) ( 1,994 ) ( 6 ) ( 2,000 ) Ending balance - ACL on off-balance sheet $ 2,886 $ — $ 2,548 $ 154 $ 91 $ — $ 27 $ 5,706 $ 15 $ 5,721 Year Ended December 31, 2024 Commercial and industrial Specialty lending Commercial real estate Consumer real estate Consumer Credit cards Leases and other Total - Loans HTM Total Allowance for credit losses: Beginning balance $ 157,389 $ — $ 45,507 $ 6,941 $ 1,089 $ 7,935 $ 877 $ 219,738 $ 3,258 $ 222,996 Charge-offs ( 5,441 ) — ( 250 ) ( 432 ) ( 1,524 ) ( 20,752 ) ( 4 ) ( 28,403 ) — ( 28,403 ) Recoveries 1,890 4 — 648 241 2,355 3 5,141 — 5,141 Provision 7,715 ( 4 ) 32,083 ( 2,830 ) 1,160 24,734 ( 245 ) 62,613 ( 613 ) 62,000 Ending balance - ACL $ 161,553 $ — $ 77,340 $ 4,327 $ 966 $ 14,272 $ 631 $ 259,089 $ 2,645 $ 261,734 Allowance for credit losses on off-balance sheet credit exposures: Beginning balance $ 4,152 $ 186 $ 460 $ 117 $ 9 $ — $ 100 $ 5,024 $ 64 $ 5,088 Provision ( 1,918 ) ( 186 ) 1,281 ( 47 ) 7 — ( 37 ) ( 900 ) ( 50 ) ( 950 ) Ending balance - ACL on off-balance sheet $ 2,234 $ — $ 1,741 $ 70 $ 16 $ — $ 63 $ 4,124 $ 14 $ 4,138 Year Ended December 31, 2023 Commercial and industrial Specialty lending Commercial real estate Consumer real estate Consumer Credit cards Leases and other Total - Loans HTM Total Allowance for credit losses: Beginning balance $ 137,997 $ — $ 39,370 $ 6,148 $ 494 $ 6,866 $ 961 $ 191,836 $ 2,407 $ 194,243 Charge-offs ( 5,047 ) ( 762 ) ( 266 ) ( 1,185 ) ( 1,232 ) ( 9,181 ) — ( 17,673 ) — ( 17,673 ) Recoveries 5,295 1 111 45 211 1,536 — 7,199 — 7,199 Provision 19,144 761 6,292 1,933 1,616 8,714 ( 84 ) 38,376 851 39,227 Ending balance - ACL $ 157,389 $ — $ 45,507 $ 6,941 $ 1,089 $ 7,935 $ 877 $ 219,738 $ 3,258 $ 222,996 Allowance for credit losses on off-balance sheet credit exposures: Beginning balance $ 2,188 $ 186 $ 418 $ 124 $ 13 $ — $ 52 $ 2,981 $ 107 $ 3,088 Provision 1,964 — 42 ( 7 ) ( 4 ) — 48 2,043 ( 43 ) 2,000 Ending balance - ACL on off-balance sheet $ 4,152 $ 186 $ 460 $ 117 $ 9 $ — $ 100 $ 5,024 $ 64 $ 5,088 Purchased loans that reflect a more than insignificant credit deterioration since origination at the date of acquisition are classified as PCD loans. PCD loans are recorded at fair value plus the ACL expected at the time of acquisition. The Company recorded $ 85.3 million to establish the PCD ACL related to the acquisition of HTLF. The allowance for credit losses on off-balance sheet credit exposures is recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets, see Note 15 “Commitments, Contingencies and Guarantees.” 105 Collateral Dependent Financial Assets The following tables provide the amortized cost balance of financial assets considered collateral dependent as of December 31, 2025 and 2024 (in thousands): December 31, 2025 Loan Segment and Type Amortized Cost of Collateral Dependent Assets Related Allowance for Credit Losses Amortized Cost of Collateral Dependent Assets with no related Allowance Commercial and industrial: Equipment/Accounts Receivable/Inventory $ 23,594 $ 10,741 $ 9,274 Agriculture 2,186 687 743 NDFIs 853 — 853 Total Commercial and industrial 26,633 11,428 10,870 Specialty lending: Asset-based lending — — — Total Specialty lending — — — Commercial real estate: Owner-occupied 10,905 2,240 3,746 Non-owner-occupied 50,955 9,093 8,957 Farmland 3,389 — 3,389 5+ Multi-family 14,324 — 14,324 1-4 Family construction — — — General construction 7,408 161 5,700 Total Commercial real estate 86,981 11,494 36,116 Consumer real estate: HELOC 5,319 — 5,319 First lien: 1-4 family 23,969 205 22,720 Junior lien: 1-4 family 622 — 622 Total Consumer real estate 29,910 205 28,661 Consumer: Revolving line 633 — 633 Auto 47 — 47 Other 97 — 97 Total Consumer 777 — 777 Leases and other: Leases — — — Other — — — Total Leases and other — — — Total loans $ 144,301 $ 23,127 $ 76,424 106 December 31, 2024 Loan Segment and Type Amortized Cost of Collateral Dependent Assets Related Allowance for Credit Losses Amortized Cost of Collateral Dependent Assets with no related Allowance Commercial and industrial: Equipment/Accounts Receivable/Inventory $ 4,423 $ — $ 4,423 Agriculture — — — NDFIs — — — Total Commercial and industrial 4,423 — 4,423 Specialty lending: Asset-based lending — — — Total Specialty lending — — — Commercial real estate: Owner-occupied 707 — 707 Non-owner-occupied — — — Farmland 135 — 135 5+ Multi-family — — — 1-4 Family construction — — — General construction 118 — 118 Total Commercial real estate 960 — 960 Consumer real estate: HELOC 2,211 — 2,211 First lien: 1-4 family 11,240 — 11,240 Junior lien: 1-4 family 163 — 163 Total Consumer real estate 13,614 — 13,614 Consumer: Revolving line — — — Auto 19 — 19 Other 21 — 21 Total Consumer 40 — 40 Leases and other: Leases — — — Other — — — Total Leases and other — — — Total loans $ 19,037 $ — $ 19,037 Modifications made to Borrowers Experiencing Financial Difficulty In the normal course of business, the Company may execute loan modifications with borrowers. These modifications are analyzed to determine whether the modification is considered concessionary, long term and made to a borrower experiencing financial difficulty. The Company’s modifications generally include interest rate adjustments, principal reductions, and amortization and maturity date extensions. These modifications allow the borrower short-term cash relief to allow them to improve their financial condition. If a loan modification is determined to be made to a borrower experiencing financial difficulty, the loan is considered collateral dependent and evaluated as part of the ACL as described above in the Allowance for Credit Losses section of this note. For the year ended December 31, 2025 , the Company had seven modifications on residential real estate loans made to borrowers experiencing financial difficulty with a total pre-modification loan balance of $ 1.6 million and a total post-modification balance of $ 1.6 million. For the year ended December 31, 2024 , the Company had five 107 modifications on residential real estate loans made to borrowers experiencing financial difficulty with a total pre-modification loan balance of $ 1.1 million and a total post-modification balance of $ 1.1 million. For the year ended December 31, 2023, the Company did not modify any loans made to borrowers experiencing financial difficulty. The Company had no c ommitments to lend to borrowers experiencing financial difficulty for which the Company has modified an existing loan as of December 31, 2025 and 2024. The Company monitors loan payments on an on-going basis to determine if a loan is considered to have a payment default. Determination of payment default involves analyzing the economic conditions that exist for each customer and their ability to generate positive cash flows during the loan term. For the years ended December 31, 2025, 2024, and 2023, the Company had no lo an modifications made to borrowers experiencing financial difficulty for which there was a payment default within the 12 months following the modification date. 4. SECURITIES Securities Available for Sale This table provides detailed information about securities available for sale at December 31, 2025 and 2024 (in thousands): Gross Gross Amortized Unrealized Unrealized Fair 2025 Cost Gains Losses Value U.S. Treasury $ 2,301,248 $ 20,008 $ ( 441 ) $ 2,320,815 U.S. Agencies 62,069 401 ( 100 ) 62,370 Mortgage-backed 8,427,197 71,827 ( 331,151 ) 8,167,873 State and political subdivisions 2,494,537 24,898 ( 72,847 ) 2,446,588 Corporates 180,854 349 ( 4,088 ) 177,115 Collateralized loan obligations 533,995 504 ( 119 ) 534,380 Total $ 13,999,900 $ 117,987 $ ( 408,746 ) $ 13,709,141 Gross Gross Amortized Unrealized Unrealized Fair 2024 Cost Gains Losses Value U.S. Treasury $ 1,331,394 $ 2,751 $ ( 8,072 ) $ 1,326,073 U.S. Agencies 129,246 126 ( 325 ) 129,047 Mortgage-backed 4,945,548 339 ( 524,957 ) 4,420,930 State and political subdivisions 1,309,126 487 ( 91,044 ) 1,218,569 Corporates 330,739 60 ( 13,629 ) 317,170 Collateralized loan obligations 361,623 1,060 ( 138 ) 362,545 Total $ 8,407,676 $ 4,823 $ ( 638,165 ) $ 7,774,334 The following table presents contractual maturity information for securities available for sale at December 31, 2025 (in thousands): Amortized Fair Cost Value Due in 1 year or less $ 609,207 $ 609,156 Due after 1 year through 5 years 2,539,550 2,551,820 Due after 5 years through 10 years 565,292 559,783 Due after 10 years 1,858,654 1,820,509 Total 5,572,703 5,541,268 Mortgage-backed securities 8,427,197 8,167,873 Total securities available for sale $ 13,999,900 $ 13,709,141 Securities may be disposed of before contractual maturities due to sales by the Company or because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 108 During 2025, related to the acquisition of HTLF, the Company acquired securities available for sale with an Acquisition Date fair value of $ 3.1 billion. The following table presents the sales of securities available for sale for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Proceeds from sales $ 646,962 $ 19,154 $ 22,193 Gross realized gains 592 139 154 Gross realized losses ( 119 ) — ( 2 ) There were $ 13.4 billion and $ 10.5 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at December 31, 2025 and December 31, 2024, respectively. Accrued interest on securities available for sale totaled $ 82.9 million and $ 43.1 million as of December 31, 2025 and 2024, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets. The total amount of accrued interest is excluded from the amortized cost of available-for-sale securities presented above. Further, the Company has elected not to measure an ACL for accrued interest receivable. The following table shows the Company’s available-for-sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2025 and 2024 (in thousands): Less than 12 months 12 months or more Total 2025 Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Description of Securities U.S. Treasury 8 $ 72,013 $ ( 88 ) 2 $ 30,234 $ ( 353 ) 10 $ 102,247 $ ( 441 ) U.S. Agencies 1 7,855 ( 100 ) — — — 1 7,855 ( 100 ) Mortgage-backed 82 757,160 ( 5,682 ) 817 2,871,729 ( 325,469 ) 899 3,628,889 ( 331,151 ) State and political subdivisions 152 515,364 ( 11,181 ) 1,142 809,113 ( 61,666 ) 1,294 1,324,477 ( 72,847 ) Corporates 1 2,990 ( 10 ) 134 164,108 ( 4,078 ) 135 167,098 ( 4,088 ) Collateralized loan obligations 20 164,531 ( 112 ) 1 2,999 ( 7 ) 21 167,530 ( 119 ) Total 264 $ 1,519,913 $ ( 17,173 ) 2,096 $ 3,878,183 $ ( 391,573 ) 2,360 $ 5,398,096 $ ( 408,746 ) Less than 12 months 12 months or more Total 2024 Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Description of Securities U.S. Treasury 93 $ 635,739 $ ( 6,319 ) 9 $ 142,518 $ ( 1,753 ) 102 $ 778,257 $ ( 8,072 ) U.S. Agencies 4 20,858 ( 46 ) 5 56,712 ( 279 ) 9 77,570 ( 325 ) Mortgage-backed 159 1,293,953 ( 22,468 ) 834 3,055,882 ( 502,489 ) 993 4,349,835 ( 524,957 ) State and political subdivisions 264 173,006 ( 2,392 ) 1,629 953,458 ( 88,652 ) 1,893 1,126,464 ( 91,044 ) Corporates — — — 239 315,109 ( 13,629 ) 239 315,109 ( 13,629 ) Collateralized loan obligations 7 47,222 ( 88 ) 5 30,521 ( 50 ) 12 77,743 ( 138 ) Total 527 $ 2,170,778 $ ( 31,313 ) 2,721 $ 4,554,200 $ ( 606,852 ) 3,248 $ 6,724,978 $ ( 638,165 ) The unrealized losses in the Company’s investments were caused by changes in interest rates, and not from a decline in credit of the underlying issuers. The U.S. Treasury, U.S. Agency, and GSE mortgage-backed securities 109 are all considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in the agency-backed portfolios are solely driven by change in interest rates caused by changing economic conditions. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates. For the State and political subdivision portfolio, the majority of the Company’s holdings are in general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. For the State and political, Corporates, and Collateralized loan obligations portfolios, the Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends. During the year ended December 31, 2023, the Company recorded a $ 4.9 million impairment on one Corporate available-for-sale security. As of both December 31, 2025 and 2024, there was no ACL related to the Company’s available-for-sale securities as the decline in fair value did not result from credit issues. Securities Held to Maturity The following table provides detailed information about securities held to maturity at December 31, 2025 and 2024, respectively (in thousands): 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Amount U.S. Treasury $ 38,253 $ 27 $ ( 37 ) $ 38,243 $ — $ 38,253 U.S. Agency — — — — — — Mortgage-backed 2,513,667 335 ( 305,040 ) 2,208,962 — 2,513,667 State and political subdivisions 3,172,307 26,713 ( 195,760 ) 3,003,260 ( 1,684 ) 3,170,623 Total $ 5,724,227 $ 27,075 $ ( 500,837 ) $ 5,250,465 $ ( 1,684 ) $ 5,722,543 2024 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Allowance for Credit Losses Net Carrying Amount U.S. Agency $ 116,331 $ — $ ( 581 ) $ 115,750 $ — $ 116,331 Mortgage-backed 2,523,134 — ( 418,482 ) 2,104,652 — 2,523,134 State and political subdivisions 2,739,447 12,035 ( 222,946 ) 2,528,536 ( 2,645 ) 2,736,802 Total $ 5,378,912 $ 12,035 $ ( 642,009 ) $ 4,748,938 $ ( 2,645 ) $ 5,376,267 The following table presents contractual maturity information for securities held to maturity at December 31, 2025 (in thousands): Amortized Fair Cost Value Due in 1 year or less $ 143,103 $ 132,313 Due after 1 year through 5 years 392,966 389,751 Due after 5 years through 10 years 864,777 836,846 Due after 10 years 1,809,714 1,682,593 Total 3,210,560 3,041,503 Mortgage-backed securities 2,513,667 2,208,962 Total securities held to maturity $ 5,724,227 $ 5,250,465 Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. 110 During 2025, related to the acquisition of HTLF, the Company acquired securities held to maturity with an Acquisition Date fair value of $ 438.9 million. There were no sales of securities held to maturity during 2025, 2024, or 2023. During the year ended December 31, 2022, securities with an amortized cost of $ 4.1 billion and a fair value of $ 3.8 billion were transferred from the available-for-sale classification to the held-to-maturity classification as the Company has the positive intent and ability to hold these securities to maturity. The transfers of securities were made at fair value at the time of transfer. The unrealized holding gain or loss at the time of transfer is retained in AOCI and will be amortized over the remaining life of the securities, offsetting the related amortization of discount or premium on the transferred securities. No gains or losses were recognized at the time of the transfers. The amortized cost balance of securities held to maturity in the tables above includes a net unamortized unrealized loss of $ 139.2 million and $ 171.3 million at December 31, 2025 and 2024, respectively. Accrued interest on securities held to maturity to taled $ 28.0 millio n and $ 25.6 million as of December 31, 2025 and 2024, respectively, and is included in the Accrued income line on the Company’s Consolidated Balance Sheets. The total amount of accrued interest is excluded from the amortized cost of held-to-maturity securities presented above. Further, the Company has elected not to measure an ACL for accrued interest receivable. The following table shows the Company’s held-to-maturity investments’ gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2025 and 2024 (in thousands): Less than 12 months 12 months or more Total 2025 Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses U.S. Treasury 3 $ 15,913 $ ( 37 ) — $ — $ — 3 $ 15,913 $ ( 37 ) U.S. Agency — — — — — — — — — Mortgage-backed 10 147,066 ( 918 ) 262 1,998,984 ( 304,122 ) 272 2,146,05 0 ( 305,040 ) State and political subdivisions 146 687,180 ( 41,122 ) 1,354 1,480,709 ( 154,638 ) 1,500 2,167,889 ( 195,760 ) Total 159 $ 850,159 $ ( 42,077 ) 1,616 $ 3,479,693 $ ( 458,760 ) 1,775 $ 4,329,852 $ ( 500,837 ) Less than 12 months 12 months or more Total 2024 Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses Count Fair Value Unrealized Losses U.S. Agency — $ — $ — 10 $ 115,750 $ ( 581 ) 10 $ 115,750 $ ( 581 ) Mortgage-backed 6 3,527 ( 103 ) 263 2,101,125 ( 418,379 ) 269 2,104,652 ( 418,482 ) State and political subdivisions 47 52,468 ( 2,030 ) 1,414 1,972,927 ( 220,916 ) 1,461 2,025,395 ( 222,946 ) Total 53 $ 55,995 $ ( 2,133 ) 1,687 $ 4,189,802 $ ( 639,876 ) 1,740 $ 4,245,797 $ ( 642,009 ) The unrealized losses in the Company’s held-to-maturity portfolio were caused by changes in the interest rate environment. The U.S. Treasury, U.S. Agency and GSE mortgage-backed securities are considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. Therefore, the Company’s expected lifetime loss for these portfolios is zero and there is no ACL recorded for these portfolios. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates. For the State and political subdivision portfolio, the Company’s holdings are in general obligation bonds as well as private placement bonds, which have very low historical default rates due to issuers generally having unlimited taxing authority to service the debt. The Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends. The underlying bonds are evaluated for credit losses in conjunction with management’s estimate of the ACL based on credit rating. 111 The following table shows the amortized cost basis by credit rating of the Company’s held-to-maturity State and political subdivisions bond investments at December 31, 2025 and 2024 (in thousands): Amortized Cost Basis by Credit Rating - HTM Debt Securities 2025 AAA AA A BBB BB B CCC-C Total State and political subdivisions: Competitive $ 46,933 $ 51,390 $ 379,973 $ 812,061 $ 34,105 $ 23,326 $ 14,424 $ 1,362,212 Utilities 899,088 777,880 114,845 15,824 2,458 — — 1,810,095 Total state and political subdivisions $ 946,021 $ 829,270 $ 494,818 $ 827,885 $ 36,563 $ 23,326 $ 14,424 $ 3,172,307 Amortized Cost Basis by Credit Rating - HTM Debt Securities 2024 AAA AA A BBB BB CCC-C Total State and political subdivisions: Competitive $ — $ — $ 424,690 $ 610,351 $ 36,628 $ 21,990 $ 1,093,659 Utilities 759,798 761,706 99,127 24,509 648 — 1,645,788 Total state and political subdivisions $ 759,798 $ 761,706 $ 523,817 $ 634,860 $ 37,276 $ 21,990 $ 2,739,447 Competitive held-to-maturity securities include not-for-profit enterprises that provide public functions such as housing, higher education, or healthcare, but do so in a competitive environment. It also includes project financings that can have relatively high enterprise risk, such as deals backed by revenues from sports or convention facilities or start-up transportation revenues. Utilities are public enterprises providing essential services with a monopoly or near-monopoly over the service area. This includes environmental utilities (water, sewer, solid waste), power utilities (electric distribution and generation, gas), and transportation utilities (airports, parking, toll roads, mass transit, ports). All held-to-maturity securities were current and not past due at December 31, 2025 and 2024. Trading Securities There was a net unrealized gain of $ 3 thousand on trading securities as of December 31, 2025 . There was no net unrealized gains or losses on trading securities as of December 31, 2024 and the net unrealized gain on trading securities was $ 272 thousand as of December 31, 2023. Net unrealized gains and losses are included in trading and investment banking income on the Consolidated Statements of Income. Securities sold not yet purchased totaled $ 4.1 million and $ 7.1 million at December 31, 2025 and 2024, respectively, and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets. Other Securities The table below provides detailed information for Other securities at December 31, 2025 and 2024 (in thousands): December 31, 2025 2024 FRB and FHLB stock $ 137,498 $ 42,672 Equity securities with readily determinable fair values 14,690 11,596 Equity securities without readily determinable fair values 524,112 416,750 Total $ 676,300 $ 471,018 Investment in FRB stock is based on the capital structure of the investing bank, and investment in FHLB stock is mainly tied to the level of borrowings from the FHLB. These holdings are carried at cost. Equity securities with 112 readily determinable fair values are generally traded on an exchange and market prices are readily available. Equity securities without readily determinable fair values include equity investments which are held by a subsidiary qualified as a Small Business Investment Company, as well as investments in low-income housing partnerships within the areas the Company serves. Unrealized gains or losses on equity securities with and without readily determinable fair values are recognized in the Investment securities gains, net line of the Company’s Consolidated Statements of Income. During 2025, related to the acquisition of HTLF, the Company acquired other securities with an acquired fair value of $ 99.8 million as of the Acquisition Date, including $ 2.0 million of FRB and FHLB stock and $ 97.8 million of equity securities without readily determinable fair values. The table below presents the changes in equity securities without readily determinable fair values for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Balance – beginning of year $ 416,750 $ 394,035 Heartland acquisition 97,796 — Purchases of securities 98,490 91,169 Observable upward price adjustments 21,524 15,467 Observable downward price adjustments ( 10,196 ) ( 5,153 ) Sales of securities and other activity ( 100,252 ) ( 78,768 ) Balance – end of year $ 524,112 $ 416,750 Investment Securities Gains, Net The following table presents the components of Investment securities gains (losses), net for the years ended December 31, 2025, 2024, and 2023 (in thousands): Year Ended December 31, 2025 2024 2023 Investment securities gains (losses), net Available-for-sale debt securities: Gains realized on sales $ 592 $ 139 $ 154 Losses realized on sales ( 119 ) — ( 2 ) Impairment on AFS security — — ( 4,925 ) Equity securities with readily determinable fair values: Fair value adjustments, net 18,050 12 168 Equity securities without readily determinable fair values: Fair value adjustments, net ( 1,573 ) ( 1,733 ) 1,334 Sales 14,017 12,302 132 Total investment securities gains (losses), net $ 30,967 $ 10,720 $ ( 3,139 ) 5. SECURITIES PURCHASED UNDER AGREEMENTS TO RESELL The Company regularly enters into agreements for the purchase of securities with simultaneous agreements to resell (resell agreements). The agreements permit the Company to sell or repledge these securities. Resell agreements were $ 1.6 billion and $ 545.0 million at December 31, 2025 and 2024 , respectively. The Company obtains possession of collateral with a market value equal to or in excess of the principal amount loaned under resell agreements. 6. LOANS TO OFFICERS AND DIRECTORS Certain executive officers and directors of the Company and the Bank, including companies in which those persons are principal holders of equity securities or are general partners, borrow in the normal course of business from the Bank. All such loans have been made on substantially the same terms, including interest rates and 113 collateral, as those prevailing at the same time for comparable transactions with unrelated parties. In addition, all such loans are current as to repayment terms. For the years 2025 and 2024, an analysis of activity with respect to such aggregate loans to related parties appears below (in thousands): Year Ended December 31, 2025 2024 Balance – beginning of year $ 469,642 $ 508,507 New loans 44,626 62,805 Repayments ( 25,156 ) ( 101,579 ) Addition due to change in reportable loans 3,314 — Reduction due to change in reportable loans — ( 91 ) Balance – end of year $ 492,426 $ 469,642 7. GOODWILL AND OTHER INTANGIBLES Changes in the carrying amount of goodwill for the years ended December 31, 2025 and December 31, 2024 by operating segment are as follows (in thousands): Commercial Banking Institutional Banking Personal Banking Total Balances as of January 1, 2025 $ 63,113 $ 76,492 $ 67,780 $ 207,385 Acquisition of HTLF 979,464 — 652,976 1,632,440 Balances as of December 31, 2025 $ 1,042,577 $ 76,492 $ 720,756 $ 1,839,825 Balances as of January 1, 2024 $ 63,113 $ 76,492 $ 67,780 $ 207,385 Balances as of December 31, 2024 $ 63,113 $ 76,492 $ 67,780 $ 207,385 Following are the intangible assets that continue to be subject to amortization as of December 31, 2025 and 2024 (in thousands) : As of December 31, 2025 Core Deposit Intangible Assets Customer Relationships Total Gross carrying amount $ 481,294 $ 124,085 $ 605,379 Accumulated amortization 81,203 37,307 118,510 Net carrying amount $ 400,091 $ 86,778 $ 486,869 As of December 31, 2024 Core Deposit Intangible Assets Customer Relationships Total Gross carrying amount $ 2,345 $ 86,800 $ 89,145 Accumulated amortization 1,600 23,898 25,498 Net carrying amount $ 745 $ 62,902 $ 63,647 Related to the acquisition of HTLF, the Company recognized $ 1.6 billion of goodwill, a $ 474.1 million core deposit intangible asset, wealth customer list of $ 26.0 million, and purchased credit card relationships of $ 10.9 million. See Note 20, “Acquisition” for additional information. On September 2, 2025, the Company acquired a healthcare savings account business, which included $ 32.5 million of deposits. The purchase resulted in recognition of a $ 4.8 million core deposit intangible asset. 114 The weighted average life of core deposit intangible assets and customer relationships acquired during the year ended December 31, 2025 was 10.0 years and 5.8 years, respectively. The weighted average life of all intangible assets acquired during the year ended December 31, 2025 was 9.7 years. Amortization expense for the years ended December 31, 2025, 2024, and 2023 was $ 93.5 million, $ 7.7 million, and $ 8.6 million, respectively. The following table discloses the estimated amortization expense of intangible assets in future years (in thousands): For the year ending December 31, 2026 $ 93,120 For the year ending December 31, 2027 82,528 For the year ending December 31, 2028 70,461 For the year ending December 31, 2029 61,515 For the year ending December 31, 2030 52,901 8 . PREMISES, EQUIPMENT, AND LEASES Premises and equipment consisted of the following (in thousands): December 31, 2025 2024 Land $ 101,446 $ 40,601 Buildings and leasehold improvements 516,006 383,021 Equipment 217,476 199,537 Software 292,690 290,070 Total 1,127,618 913,229 Accumulated depreciation ( 447,049 ) ( 418,517 ) Accumulated amortization ( 282,298 ) ( 272,939 ) Premises and equipment, net $ 398,271 $ 221,773 Premises and equipment depreciation and amortization expenses were $ 44.0 million in 2025 , $ 40.8 million in 2024 , and $ 46.5 million in 2023. The Company primarily has leases of real estate, including buildings, or portions of buildings, used for bank branches or general office operations. These leases have remaining lease terms that range from less than one year to 22 years and most leases include one or more options to renew, with renewal terms that can extend the lease term from one year to 40 years or more. The exercise of lease renewal options is at the Company’s sole discretion. No renewal options were included in the Company’s calculation of its lease liabilities or right of use assets since it is not reasonably certain that the Company will exercise these options. No leases include options to purchase the leased property. The lease agreements do not contain any material residual value guarantees or material restrictive covenants. An insignificant number of leases include variable lease payments that are based on the Consumer Price Index (CPI). For the calculation of the lease liability and right of use asset for these leases, the Company has included lease payments based on CPI as of the effective date of ASC 842 or the date a new lease or amendment was entered into, whichever is later. The Company has made the election not to separate lease and non-lease components for existing real estate leases when determining consideration within the lease contract. All of the Company’s lease agreements are classified as operating leases under ASC 842. 115 As of December 31, 2025 and 2024 , right-of-use assets of $ 63.5 million and $ 47.6 million, respectively, were included as part of Other assets on the Company’s Consolidated Balance Sheets. In addition, lease liabilities of $ 72.7 million and $ 55.1 million were included as part of Other liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2025 and 2024, respectively. For the years ended December 31, 2025, 2024, and 2023 , lease expense of $ 16.6 million, $ 10.5 million, and $ 11.1 million, respectively, was recognized as part of Occupancy expense on the Company’s Consolidated Statements of Income. For the years ended December 31, 2025, 2024, and 2023, cash payments of $ 17.4 million, $ 12.2 million, and $ 12.2 million, respectively, were made for leases included in the measurement of lease liabilities and are classified as cash flows from operating activities in the Company’s Consolidated Statements of Cash Flows. For the years ended December 31, 2025 and 2024, leased assets obtained in exchange for new operating lease liabilities were $ 32.0 million and $ 4.8 million, respectively. As of December 31, 2025 and 2024 , the weighted average remaining lease terms of the Company’s leases were 5.5 years and 6.1 years, respectively, and the weighted average discount rates were 3.86 % and 3.36 %, respectively. As of December 31, 2025, future minimum lease payments under non-cancelable operating leases were as follows (in thousands): 2026 $ 18,125 2027 16,920 2028 14,975 2029 12,594 2030 7,452 Thereafter 10,746 Total lease payments 80,812 Less: Interest 8,153 Present value of lease liabilities $ 72,659 9. BORROWED FUNDS The components of the Company's long-term debt are as follows (in thousands): December 31, 2025 2024 Long-term debt: Trust preferred securities $ 220,034 $ 76,782 Subordinated notes 3.70 %, net of issuance costs — 199,681 Subordinated notes 6.25 %, net of issuance costs 109,255 108,829 Subordinated notes 2.75 % 144,940 — Total long-term debt 474,229 385,292 Total borrowed funds $ 474,229 $ 385,292 116 The following table presents details of outstanding trust preferred securities as of December 31, 2025 (in thousands): Amount Outstanding Issuance Date Interest Rate Interest Rate as of December 31, 2025 Maturity Date Marquette Capital Trust I $ 19,306 12/28/2005 1.33 % over 3-month term SOFR 5.50 % 1/7/2036 Marquette Capital Trust II 19,780 12/28/2005 1.33 % over 3-month term SOFR 5.50 % 1/7/2036 Marquette Capital Trust III 7,766 5/30/2006 1.50 % over 3-month term SOFR 5.45 % 6/23/2036 Marquette Capital Trust IV 31,323 6/30/2006 1.60 % over 3-month term SOFR 5.58 % 9/15/2036 Heartland Financial Statutory Trust IV 9,665 3/17/2004 2.75 % over 3-month term SOFR 6.72 % 3/17/2034 Heartland Financial Statutory Trust V 17,477 1/27/2006 1.33 % over 3-month term SOFR 5.50 % 4/7/2036 Heartland Financial Statutory Trust VI 16,946 6/21/2007 1.48 % over 3-month term SOFR 5.46 % 9/15/2037 Heartland Financial Statutory Trust VII 14,828 6/26/2007 1.48 % over 3-month term SOFR 5.53 % 9/1/2037 Morrill Statutory Trust I 9,971 12/19/2002 3.25 % over 3-month term SOFR 7.20 % 12/26/2032 Morrill Statutory Trust II 9,730 12/17/2003 2.85 % over 3-month term SOFR 6.82 % 12/17/2033 Sheboygan Statutory Trust I 7,345 9/17/2003 2.95 % over 3-month term SOFR 6.92 % 9/17/2033 CBNM Capital Trust I 4,849 9/10/2004 3.25 % over 3-month term SOFR 7.23 % 12/15/2034 Citywide Capital Trust III 6,799 12/19/2003 2.80 % over 3-month term SOFR 6.90 % 12/19/2033 Citywide Capital Trust IV 4,694 9/30/2004 2.20 % over 3-month term SOFR 6.34 % 9/30/2034 Citywide Capital Trust V 13,119 5/31/2006 1.54 % over 3-month term SOFR 5.52 % 7/25/2036 OCGI Statutory Trust III 3,020 6/27/2002 3.65 % over 3-month term SOFR 7.58 % 9/30/2032 OCGI Statutory Trust IV 5,665 9/23/2004 2.50 % over 3-month term SOFR 6.48 % 12/15/2034 BVBC Capital Trust II 7,448 4/10/2003 3.25 % over 3-month term SOFR 7.37 % 4/24/2033 BVBC Capital Trust III 10,303 7/29/2005 1.60 % over 3-month term SOFR 5.53 % 9/30/2035 Total trust preferred securities $ 220,034 The aggregate contractual repayment of long-term debt of $ 522.9 million is due after December 31, 2030. In September 2020, the Company issued $ 200.0 million of 3.70 % fixed-to-fixed rate subordinated notes that were to mature on September 17, 2030 . The notes bore interest at the rate of 3.70 % per annum, payable semi-annually on each March 17 and September 17. Unamortized debt issuance costs related to these notes totaled $ 0.3 million as of December 31, 2024 . Proceeds from the issuance of the notes were used for general corporate purposes, including contributing Tier 1 capital into the Bank. During the first quarter of 2025, the Company purchased and subsequently retired $ 11.1 million of its 2020 subordinated notes. During the third quarter of 2025, the Company redeemed the remainder of the outstanding 2020 subordinated notes. In September 2022, the Company issued $ 110.0 million of 6.25 % fixed-to-fixed rate subordinated notes that mature on September 28, 2032 . The notes bear interest at the rate of 6.25 % per annum, payable semi-annually on 117 each March 28 and September 28. The Company may redeem the notes, in whole or in part, on September 28, 2027 , or on any interest payment date thereafter. Unamortized debt issuance costs related to these notes totaled $ 0.7 million and $ 1.2 million as of December 31, 2025 and 2024, respectively. Proceeds from the issuance of the notes were used for general corporate purposes, including contributing Tier 1 capital into the Bank. As part of the acquisition of HTLF, the Company acquired $ 150.0 million of 2.75 % fixed-to-fixed rate subordinated notes that mature on September 15, 2031 . The notes bear interest at the rate of 2.75 % per annum, payable semi-annually on each March 15 and September 15. The Company may redeem the notes, in whole or in part, on September 15, 2026, or on any interest payment date thereafter. The subordinated notes had an acquired fair value of $ 138.8 million as of the Acquisition Date. The remainder of the Company’s long-term debt was assumed from the acquisitions of Marquette Financial Companies in 2015 and HTLF in 2025 and consists of debt obligations payable to 19 unconsolidated trusts that previously issued trust preferred securities, as summarized in the table above. These long-term debt obligations had an aggregate contractual balance of $ 262.9 million and a carrying value of $ 220.0 million as of December 31, 2025. As of December 31, 2024 , the debt obligations related to the four unconsolidated trusts acquired from Marquette had an aggregate contractual balance of $ 103.1 million and had a carrying value of $ 76.8 million. The Company is a member bank of the FHLB of Des Moines and through this relationship, the Company owns FHLB stock and has access to additional liquidity and funding sources through FHLB advances. The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB. As of December 31, 2025 and December 31, 2024 the Company owned $ 10.3 million and $ 10.2 million of FHLB stock, respectively. The Company had no outstanding advances at the FHLB of Des Moines as of December 31, 2025 or December 31, 2024. As of December 31, 2025 , the Company had four letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $ 261.0 million and have various maturity dates through March 10, 2026 . The Company’s borrowing capacity with the FHLB was $ 2.2 billion as of December 31, 2025. During 2024, the FHLB of Des Moines issued a letter of credit for $ 150.0 million on behalf of the Company to secure deposits. The letter of credit outstanding as of December 31, 2024 expired in January 2025 and was subsequently renewed with an expiration date in March 2025. The Company enters into sales of securities with simultaneous agreements to repurchase (repurchase agreements). The Company utilizes repurchase agreements to facilitate the needs of customers and to facilitate secured short-term funding needs. Repurchase agreements are stated at the amount of cash received in connection with the transaction. The Company monitors collateral levels on a continuous basis and may be required to provide additional collateral based on the fair value of the underlying securities. Securities pledged as collateral under repurchase agreements are maintained with the Company’s safekeeping agents. The amounts received under these agreements represent short-term borrowings. The amount outstanding at December 31, 2025, was $ 3.3 billion, with accrued interest payable of $ 2.2 million. The amount outstanding at December 31, 2024 , was $ 2.5 billion, with accrued interest payable of $ 1.7 million. The carrying amounts and market values of the securities and the related repurchase liabilities and weighted average interest rates of the repurchase liabilities (grouped by maturity of the repurchase agreements) were as follows as of December 31, 2025 and 2024 (in thousands): As of December 31, 2025 Securities Fair Market Value Repurchase Liabilities Weighted Average Interest Rate Maturity of the Repurchase Liabilities 2 to 29 days $ 2,561,825 $ 2,532,305 3.07 % 30 to 90 Days 772,602 759,500 4.08 Over 90 Days 1,019 1,000 1.75 Total $ 3,335,446 $ 3,292,805 3.30 % 118 As of December 31, 2024 Securities Fair Market Value Repurchase Liabilities Weighted Average Interest Rate Maturity of the Repurchase Liabilities 2 to 29 days $ 2,123,066 $ 2,105,512 3.66 % 30 to 90 Days 439,400 431,048 4.78 Over 90 Days 2,750 2,750 2.50 Total $ 2,565,216 $ 2,539,310 3.85 % The table below presents the remaining contractual maturities of repurchase agreements outstanding at December 31, 2025 and 2024, in addition to the various types of marketable securities that have been pledged as collateral for these borrowings (in thousands): As of December 31, 2025 Remaining Contractual Maturities of the Agreements 2-29 days 30-90 days Over 90 Days Total Repurchase agreements, secured by: U.S. Treasury $ 1,355,233 $ — $ — $ 1,355,233 U.S. Agency 1,177,072 759,500 1,000 1,937,572 Total repurchase agreements $ 2,532,305 $ 759,500 $ 1,000 $ 3,292,805 As of December 31, 2024 Remaining Contractual Maturities of the Agreements 2-29 days 30-90 days Over 90 Days Total Repurchase agreements, secured by: U.S. Treasury $ 608,836 $ — $ — $ 608,836 U.S. Agency 1,496,676 431,048 2,750 1,930,474 Total repurchase agreements $ 2,105,512 $ 431,048 $ 2,750 $ 2,539,310 10. REGULATORY REQUIREMENTS Payment of dividends by the Bank to the parent company is subject to various regulatory restrictions. For national banks, the governing regulatory agency must approve the declaration of any dividends generally in excess of the sum of net income for that year and retained net income for the preceding two years. The Bank maintains a reserve balance with the FRB as required by law. During 2025 , this amount averaged $ 5.8 billion, compared to $ 3.4 billion in 2024. At December 31, 2025, the Company is required to have minimum common equity tier 1, tier 1, and total capit al ratios of 4.5 %, 6.0 % and 8.0 %, respectively. The Company’s actual ratios at that date were 10.96 %, 11.55 % and 13.36 %, respectively. The Company is required to have a minimum leverage ratio of 4.0 %, and the leverage ratio at December 31, 2025 , was 8.54 %. As of December 31, 2025 , the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized the Bank must maintain total risk-based, tier 1 risk-based, common equity tier 1, and tier 1 leverage ratios of 10.0 %, 8.0 %, 6.5 %, and 5.0 %, respectively. There are no conditions or events that have occurred since the receipt of the most recent notification that management believes have changed the Bank’s categorization. In addition, under amendments to the BHCA introduced by the Dodd-Frank Act and commonly known as the Volcker Rule, the Company and its subsidiaries are subject to extensive limits on proprietary trading and on owning or sponsoring hedge funds and private-equity funds. The limits on proprietary trading are largely focused on purchases or sales of financial instruments by a banking entity as principal primarily for the purpose of short-term resale, benefiting from actual or expected short-term price movements, or realizing short-term arbitrage profits. The limits on owning or sponsoring hedge funds and private-equity funds are designed to ensure that banking entities 119 generally maintain only small positions in managed or advised funds and are not exposed to significant losses arising directly or indirectly from them. The Volcker Rule also provides for increased capital charges, quantitative limits, rigorous compliance programs, and other restrictions on permitted proprietary trading and fund activities, including a prohibition on transactions with a covered fund that would constitute a covered transaction under Sections 23A and 23B of the Federal Reserve Act. The fund activities of the Company and its subsidiaries are in conformance with the Volcker Rule. Actual capital amounts as well as required and well-capitalized common equity tier 1, tier 1, total and tier 1 leverage ratios as of December 31, 2025 and 2024 for the Company and the Bank are as follows (in thousands): 2025 Actual For Capital Adequacy Purposes To Be Well Capitalized Under Prompt Corrective Action Framework Amount Ratio Amount Ratio Amount Ratio Common Equity Tier 1 Capital: UMB Financial Corporation $ 5,459,343 10.96 % $ 2,240,716 4.50 % N/A N/A UMB Bank, n. a. 5,625,218 11.34 2,232,300 4.50 3,224,433 6.50 Tier 1 Capital: UMB Financial Corporation 5,753,409 11.55 2,987,621 6.00 N/A N/A UMB Bank, n. a. 5,625,218 11.34 2,976,400 6.00 3,968,534 8.00 Total Capital: UMB Financial Corporation 6,654,521 13.36 3,983,494 8.00 N/A N/A UMB Bank, n. a. 6,052,101 12.20 3,968,534 8.00 4,960,667 10.00 Tier 1 Leverage: UMB Financial Corporation 5,753,409 8.54 2,694,527 4.00 N/A N/A UMB Bank, n. a. 5,625,218 8.29 2,715,746 4.00 3,394,682 5.00 2024 Common Equity Tier 1 Capital: UMB Financial Corporation $ 3,802,257 11.29 % $ 1,514,987 4.50 % $ N/A N/A % UMB Bank, n. a. 3,835,875 11.47 1,505,357 4.50 2,174,405 6.50 Tier 1 Capital: UMB Financial Corporation 3,802,257 11.29 2,019,983 6.00 N/A N/A UMB Bank, n. a. 3,835,875 11.47 2,007,143 6.00 2,676,191 8.00 Total Capital: UMB Financial Corporation 4,445,872 13.21 2,693,311 8.00 N/A N/A UMB Bank, n. a. 4,094,077 12.24 2,676,191 8.00 3,345,239 10.00 Tier 1 Leverage: UMB Financial Corporation 3,802,257 8.50 1,789,746 4.00 N/A N/A UMB Bank, n. a. 3,835,875 8.52 1,801,784 4.00 2,252,230 5.00 11. EMPLOYEE BENEFITS The Company has a discretionary noncontributory profit-sharing plan, which features an employee stock ownership plan. This plan is for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries. The Company recognized expense related to such contributions of $ 2.0 million for the years ended December 31, 2024 and 2023. The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary deduction, to which the Company makes matching contributions. The Company recognized expense related to matching contributions of $ 21.0 million, $ 15.2 million, and $ 15.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company recognized $ 35.9 million, $ 21.3 million, and $ 16.2 million in expense related to outstanding restricted stock unit grants for the years ended December 31, 2025, 2024 and 2023 , respectively. The Company recognized $ 306 thousand in expense related to outstanding stock options for the year ended December 31, 2025. 120 The corresponding income tax benefit recognized was $ 1.3 million, $ 267 thousand, and $ 1.6 million f or the years ended December 31, 2025, 2024, and 2023, respectively. The Company had $ 27.8 million of unrecognized compensation expense related to outstanding restricted stock unit grants and $ 86 thousand of unrecognized compensation expense related to outstanding options at December 31, 2025. The tax benefit realized for stock options exercised wa s $ 50 thousand, $ 322 thousand, and $ 49 thousand for the years ended December 31, 2025, 2024, and 2023, respectively. Long-Term Incentive Compensation Plan At the April 26, 2005 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Long-Term Incentive Compensation Plan (LTIP) which became effective as of January 1, 2005. The LTIP permits the issuance to selected officers of the Company service-based restricted stock grants, performance-based restricted stock grants and non-qualified stock options. Service-based restricted stock grants contain a service requirement. The performance-based restricted grants contain performance and service requirements. The non-qualified stock option grants contain a service requirement. At the April 23, 2013 shareholders’ meeting, the shareholders of the Company approved amendments to the LTIP Plan, including increasing the number of shares of the Company’s stock reserved for issuance under the Plan from 5.25 million shares to 7.44 million shares. Additionally, the shareholders approved increasing the maximum benefits any one eligible employee may receive under the plan during any one fiscal year from $ 1 million to $ 2 million taking into account the value of all stock options and restricted stock received. At the April 24, 2018 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Omnibus Incentive Compensation Plan which became effective as of April 24, 2018 and replaced the LTIP plan. No service-based restricted stock grants, performance-based restricted stock grants or non-qualified stock options have been issued under the LTIP since 2018. There were no restricted stock grants outstanding under the LTIP as of December 31, 2025, 2024, or 2023. The non-qualified stock options issued under the LTIP carry a service requirement and grants issued prior to 2016 vested 50% after three years , 75% after four years and 100% after five years , while grants issued in 2016 through 2018 vested 50% after two years , 75% after three years and 100% after four years . The table below discloses the information relating to non-qualified option activity in 2025 under the LTIP: Number of Shares Weighted Average Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Stock Options Under the LTIP Outstanding - December 31, 2024 30,214 $ 63.87 Granted — — Canceled — — Expired ( 358 ) 51.42 Exercised ( 10,548 ) 58.29 Outstanding - December 31, 2025 19,308 $ 67.16 0.8 $ 924,505 Exercisable - December 31, 2025 19,308 $ 67.16 0.8 $ 924,505 There were no options granted during 2025, 2024, or 2023. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 , was $ 619 thousand, $ 2.3 million and $ 640 thousand, respectively. As of December 31, 2025, there was no unrecognized compensation cost related to nonvested options. Cash received from options exercised under all share-based compensation plans was $ 615 thousand , $ 4.1 million, and $ 1.9 million for the years ended December 31, 2025, 2024, and 2023, respectively. The Company has no specific policy to repurchase common shares to mitigate the dilutive impact of options. See a description of the Company’s Repurchase Authorizations in Note 14, “Common Stock and Earnings Per Share,” in the Notes to the Consolidated Financial Statements provided in Item 8 of this report. 121 Omnibus Incentive Compensation Plan At the April 24, 2018 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Omnibus Incentive Compensation Plan (OICP) which became effective as of April 24, 2018. The OICP permits the issuance to key employees of the Company various types of awards, including stock options, restricted stock and restricted stock units, performance awards and other stock-based awards. Service-based restricted stock unit awards contain a service requirement and the performance-based restricted stock unit awards contain performance and service requirements. The number of shares of the Company’s stock reserved for issuance under the OICP is 5.40 million shares. At the April 30, 2024 shareholders’ meeting, the shareholders of the Company approved an amendment to the OICP pursuant to which, the aggregate number of shares of the Company’s stock available for issuance under the OICP increased by 1.85 million shares. This increased the number of shares of the Company’s stock reserved for issuance under the OICP from 5.40 million shares to 7.25 million shares. The service-based restricted stock unit awards are payable in shares of stock and contain a service requirement with grants issued prior to 2023 having a four-year graded vesting schedule in which 50% of the units are vested after two years , 75% are vested after three years , and 100% are vested after four years . Grants of service-based restricted stock units made beginning in 2023 contain a service requirement with a three-year pro-rata vesting schedule. The performance-based restricted stock unit awards are payable in shares of stock and contain a service and a performance requirement. The performance requirement is based on two predetermined performance requirements over a three-year period. The service requirement portion is a three-year cliff vesting. If the minimum performance requirement is not met, the participants do not receive the shares. Due to the impact of the acquisition of HTLF on the level of achievement of minimum performance requirements for the open performance periods applicable to outstanding awards, on January 27, 2025, certain non-vested performance-based restricted stock unit awards were deemed to be earned at a percentage of target based on results through December 31, 2024, and will vest solely based on the time-based vesting conditions. The dividends on service-based restricted stock units are treated as two separate transactions. First, cash dividends are paid on the restricted stock units. Those cash dividends are then paid to purchase additional shares of restricted stock units. Dividends earned as additional shares of restricted stock units have the same terms as the associated grant. The dividends paid on the stock are recorded as a reduction to retained earnings, similar to all dividend transactions. Dividends are not paid on performance-based restricted stock units. The table below summarizes the activity of the service-based restricted stock units during 2025: Number of Units Weighted Average Price Per Unit Service-Based Restricted Stock Units Under the OICP Nonvested - December 31, 2024 366,985 $ 85.03 Granted 223,013 111.31 Canceled ( 27,475 ) 102.13 Vested ( 169,081 ) 85.43 Nonvested - December 31, 2025 393,442 $ 98.56 As of December 31, 2025, there was $ 16.4 mil lion of unrecognized compensation cost related to the nonvested service-based restricted stock units. The cost is expected to be recognized over a period of 1.8 years. 122 Total fair value of units vested during the years ended December 31, 2025, 2024, and 2023 was $ 19.2 million, $ 14.1 million, and $ 9.7 million, respectively. The table below summarizes the activity of the performance-based restricted stock units during 2025: Number of Units Weighted Average Price Per Unit Performance-Based Restricted Stock Units Under the OICP Nonvested - December 31, 2024 155,781 $ 71.60 Granted 98,534 88.11 Canceled ( 4,144 ) 86.33 Vested ( 120,042 ) 89.04 Performance-based adjustment 89,330 80.10 Nonvested - December 31, 2025 219,459 $ 72.65 As of December 31, 2025 , there was $ 8.6 million of unrecognized compensation cost related to the nonvested performance-based restricted stock units. The cost is expected to be recognized over a period of 1.9 years. The fair value of units vested during the years ended December 31, 2025, 2024 and 2023 was $ 14.1 million, $ 8.2 million, and $ 11.1 million, respectively. HTLF Long-Term Incentive Plan In connection with the acquisition of HTLF, certain outstanding and unvested restricted stock unit awards and stock options granted under the Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan or the Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan (collectively, the HTLF Plan) were assumed and converted to restricted stock unit and stock option awards issued by the Company. The number of shares of the Company's common stock subject to each award equals the shares of HTLF common stock subject to the HTLF award multiplied by the exchange ratio, rounded down to the nearest whole share. For performance-based restricted stock unit awards, the conversion assumed performance at target. The assumed awards are subject to the same vesting terms and conditions as previously set out in the respective grant agreements. The service-based restricted stock unit awards are payable in shares of stock and contain a service requirement with a three-year pro-rata vesting schedule. The performance-based restricted stock units, converted at target performance, are also payable in shares of stock and contain a three-year service requirement with a cliff vesting. Restricted stock units granted prior to 2023 are not entitled to dividend equivalents; most restricted stock unit grants beginning in 2023 accrue dividends, which are paid without interest only upon vesting of the associated grant. The table below summarizes the activity of the service-based restricted stock units during 2025: Number of Units Weighted Average Price Per Unit Service-Based Restricted Stock Units Under the HTLF Plan Nonvested - December 31, 2024 — $ — HTLF replacement awards 270,432 117.90 Canceled ( 18,056 ) 117.90 Vested ( 197,287 ) 117.90 Nonvested - December 31, 2025 55,089 $ 117.90 As of December 31, 2025 , there was $ 2.8 million of unrecognized compensation cost related to nonvested service-based restricted stock units. The cost is expected to be recognized over a period of 1.2 years. The fair value of units vested during the year ended December 31, 2025 was $ 21.1 million. The non-qualified stock options contain a service requirement with a four-year pro-rata vesting schedule. The exercise price of the stock options is the exercise price at grant divided by the exchange ratio. 123 The table below discloses the information relating to non-qualified option activity in 2025 under the HTLF Plan: Number of Shares Weighted Average Price Per Share Weighted Average Remaining Contractual Term Aggregate Intrinsic Value Stock Options Under the HTLF Plan Outstanding - December 31, 2024 — $ — HTLF replacement awards 22,772 88.80 Canceled — — Expired — — Exercised ( 17,810 ) 88.80 Outstanding - December 31, 2025 4,962 $ 88.80 6.9 $ 130,203 Exercisable - December 31, 2025 3,145 $ 88.80 6.9 $ 82,525 There were no options granted during 2025. The total intrinsic value of options exercised during the year ended December 31, 2025 was $ 561 thousand. As of December 31, 2025 , there was $ 86 thousand of unrecognized compensation cost related to nonvested options. The cost is expected to be recognized over a period of 0.9 years. 12. BUSINESS SEGMENT REPORTING The Company has strategically aligned its operations into the following three reportable segments: Commercial Banking, Institutional Banking, and Personal Banking (collectively, the Business Segments, and each, a Business Segment). These segments reflect the type of customer served, how products and services are provided, how executive management responsibilities are assigned, and reflect the manner in which financial information is evaluated by the chief operating decision maker (CODM). The Company’s CODM is comprised of a group of senior executive officers led by the Company's chief executive officer, chief administrative officer, chief financial officer, and the Bank's chief executive officer . Business Segment financial information is produced using an internal reporting system which is based on a series of management estimates for funds transfer pricing (FTP), and allocations of noninterest expense and income taxes. The process for determining FTP is based on a number of factors and assumptions, including prevailing market interest rates, the expected lives of various assets and liabilities, and the Company’s broader funding profile. These estimates and allocations are periodically reviewed and refined. The CODM uses the Business Segment net income in deciding how to allocate resources and assess performance for individual Business Segments, including evaluating the cost or opportunity value of funds within each Business Segment and identifying areas of focus for organic growth or acquisition. For comparability purposes, amounts in all periods are based on methodologies in effect at December 31, 2025. Previously reported results have been reclassified in this filing to conform to the current organizational structure. The following summaries provide information about the activities of each Business Segment: Commercial Banking serves the commercial banking and treasury management needs of the Company’s small to middle-market businesses through a variety of products and services. Such services include commercial loans, commercial real estate financing, commercial credit cards, letters of credit, loan syndication services, and consultative services. In addition, the Company’s specialty lending group offers a variety of business solutions including asset-based lending, mezzanine debt and minority equity investments. Treasury management services include depository services, account reconciliation and cash management tools such as, accounts payable and receivable solutions, electronic fund transfer and automated payments, controlled disbursements, lockbox services, and remote deposit capture services. Institutional Banking is a combination of banking services, fund services, asset management services, and healthcare services provided to institutional clients. This segment also provides fixed income sales, trading and underwriting, corporate trust and escrow services, as well as institutional custody. Institutional Banking includes UMBFS, which provides fund administration and accounting, investor services and transfer agency, and other services to mutual funds and alternative investment groups. Healthcare services provides healthcare payment 124 solutions including custodial services for health savings accounts (HSAs) and private label, multipurpose debit cards to insurance carriers, third-party administrators, software companies, employers, and financial institutions. Personal Banking combines consumer banking and wealth management services offered to clients and delivered through personal relationships and the Company’s bank branches, ATM network and internet banking. Products offered include deposit accounts, retail credit cards, private banking, installment loans, home equity lines of credit, and residential mortgages. The range of client services extends from a basic checking account to estate planning and trust services and includes private banking, brokerage services, and insurance services in addition to a full spectrum of investment advisory, trust, and custody services. BUSINESS SEGMENT INFORMATION S egment financial results were as follows (in thousands): Year Ended December 31, 2025 Commercial Banking Institutional Banking Personal Banking Total Net interest income $ 1,291,140 $ 258,312 $ 312,753 $ 1,862,205 Provision for credit losses 126,554 1,844 26,102 154,500 Noninterest income 179,612 444,502 165,936 790,050 Salaries and employee benefits 216,442 195,039 155,794 567,275 Processing fees 14,649 39,264 18,808 72,721 Bankcard 12,536 24,014 12,425 48,975 Amortization of other intangible assets — 7,349 412 7,761 Allocated technology, service, overhead 421,530 131,121 220,724 773,375 Other segment items* 59,994 37,276 55,423 152,693 Noninterest expense 725,151 434,063 463,586 1,622,800 Income (loss) before taxes 619,047 266,907 ( 10,999 ) 874,955 Income tax expense (benefit) 122,087 52,639 ( 2,169 ) 172,557 Net income (loss) $ 496,960 $ 214,268 $ ( 8,830 ) $ 702,398 Average assets $ 33,205,000 $ 19,548,000 $ 13,503,000 $ 66,256,000 *Other segment items include occupancy, equipment, supplies and services, marketing and business development costs, legal and consulting, and regulatory fees. Year Ended December 31, 2024 Commercial Banking Institutional Banking Personal Banking Total Net interest income $ 668,235 $ 197,174 $ 135,483 $ 1,000,892 Provision for credit losses 51,781 1,155 8,114 61,050 Noninterest income 134,500 393,984 99,633 628,117 Salaries and employee benefits 110,873 168,515 93,326 372,714 Processing fees 9,284 30,444 13,186 52,914 Bankcard 11,680 21,137 10,873 43,690 Amortization of other intangible assets — 7,182 524 7,706 Allocated technology, service, overhead 202,224 129,243 118,387 449,854 Other segment items* 33,074 40,795 25,939 99,808 Noninterest expense 367,135 397,316 262,235 1,026,686 Income (loss) before taxes 383,819 192,687 ( 35,233 ) 541,273 Income tax expense (benefit) 71,367 35,016 ( 6,353 ) 100,030 Net income (loss) $ 312,452 $ 157,671 $ ( 28,880 ) $ 441,243 Average assets $ 21,539,000 $ 14,578,000 $ 7,073,000 $ 43,190,000 125 Year Ended December 31, 2023 Commercial Banking Institutional Banking Personal Banking Total Net interest income $ 600,759 $ 190,377 $ 128,980 $ 920,116 Provision for credit losses 34,315 275 6,637 41,227 Noninterest income 102,753 342,794 96,306 541,853 Salaries and employee benefits 103,784 150,579 88,115 342,478 Processing fees 7,735 24,315 12,754 44,804 Bankcard 10,433 12,190 9,889 32,512 Amortization of other intangible assets — 7,927 659 8,586 Allocated technology, service, overhead 222,457 139,316 110,332 472,105 Other segment items* 33,648 36,242 28,765 98,655 Noninterest expense 378,057 370,569 250,514 999,140 Income before taxes 291,140 162,327 ( 31,865 ) 421,602 Income tax expense 49,602 29,060 ( 7,084 ) 71,578 Net income $ 241,538 $ 133,267 $ ( 24,781 ) $ 350,024 Average assets $ 20,676,000 $ 12,504,000 $ 6,550,000 $ 39,730,000 1 3. REVENUE RECOGNITION The following is a description of the principal activities from which the Company generates revenue that are within the scope of ASC 606, Revenue from Contracts with Customers : Trust and securities processing – Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund and alternative asset servicing. The performance obligations related to this revenue include items such as performing full bond trustee service administration, investment advisory services, custody and record-keeping services, and fund administrative and accounting services. These fees are part of long-term contractual agreements and the performance obligations are satisfied upon completion of service and fees are generally a fixed flat monthly rate or based on a percentage of the account’s market value per the contract with the customer. These fees are primarily recorded within the Company’s Institutional and Personal Banking segments. Trading and investment banking – Trading and investment banking income consists of income earned related to the Company’s trading securities portfolio, including futures hedging, dividends, bond underwriting, and other securities incomes. The vast majority of this revenue is recognized in accordance with ASC 320, Investments–Debt Securities, and ASC 321, Investments–Equity Securities , and is out of the scope of ASC 606. A portion of trading and investment banking represents fees earned for management fees, commissions, and underwriting of corporate bond issuances. The performance obligations related to these fees include reviewing the credit worthiness of the customer, ensuring appropriate regulatory approval and participating in due diligence. The fees are fixed per the bond prospectus and the performance obligations are satisfied upon registration approval of the bonds by the applicable regulatory agencies. Revenue is recognized at the point in time upon completion of service and when approval is granted by the regulators. Service charges on deposits – Service charges on deposit accounts represent monthly analysis fees recognized for the services related to customer deposit accounts, including account maintenance and depository transactions processing fees. Commercial Banking and Institutional Banking depository accounts charge fees in accordance with the customer’s pricing schedule while Personal Banking account holders are generally charged a flat service fee per month. Deposit service charges for the healthcare accounts included in the Institutional Banking segment are priced according to either standard pricing schedules with individual account holders or according to service agreements between the Company and employer groups or third-party administrators. The Company satisfies the performance obligation related to providing depository accounts monthly as transactions are processed and deposit service charge revenue is recorded monthly. These fees are recognized within all Business Segments. Insurance fees and commissions – Insurance fees and commissions includes all insurance-related fees earned, including commissions for individual life, variable life, group life, health, group health, fixed annuity, and variable 126 annuity insurance contracts. The performance obligations related to these revenues primarily represent the placement of insurance policies with the insurance company partners. The fees are based on the contracts with insurance company partners and the performance obligations are satisfied when the terms of the policy have been agreed to and the insurance policy becomes effective. Brokerage fees – Brokerage fees represent income earned related to providing brokerage transaction services, including commissions on equity and commodity trades, and fees for investment management, advisory and administration. The performance obligations related to transaction services are executing the specified trade and are priced according to the customer’s fee schedule. Such income is recognized at a point in time as the trade occurs and the performance obligation is fulfilled. The performance obligations related to investment management, advisory and administration include allocating customer assets across a wide range of mutual funds and other investments, on-going account monitoring and re-balancing of the portfolio. These performance obligations are satisfied over time and the related revenue is calculated monthly based on the assets under management of each customer. All material performance obligations are satisfied as of the end of each accounting period. Bankcard fees – Bankcard fees primarily represent income earned from interchange revenue from MasterCard and Visa for the Company’s processing of debit, credit, HSA, and flexible spending account transactions. Additionally, the Company earns income and incentives related to various referrals of customers to card programs. The performance obligation for interchange revenue is the processing of each transaction through the Company’s access to the banking system. This performance obligation is completed for each individual transaction and income is recognized per transaction in accordance with interchange rates established by MasterCard and Visa. The performance obligations for various referral and incentive programs include either referring customers to certain card products or issuing exclusively branded cards for certain customer segments. The pricing of these incentive and referral programs are in accordance with the agreement with the individual card partner. These performance obligations are completed as the referrals are made or over a period of time when the Company is exclusively issuing branded cards. For the years ended December 31, 2025, 2024 and 2023 , the Company also had $ 51.4 million, $ 39.4 million, and $ 39.7 million of expense, respectively, recorded within the Bankcard fees line on the Company’s Consolidated Statements of Income related to rebates and rewards programs that are outside of the scope of ASC 606. All material performance obligations are satisfied as of the end of each accounting period. Investment securities gains, net – In the regular course of business, the Company recognizes gains and losses on the sale of available-for-sale securities. Additionally, the Company recognizes gains and losses on equity securities with readily determinable fair values and equity securities without readily determinable fair values. These gains and losses are recognized in accordance with ASC 320, Investments–Debt Securities, and ASC 321, Investments–Equity Securities , and are outside of the scope of ASC 606. Other income – The Company recognizes other miscellaneous income through a variety of other revenue streams, the most material of which include letter of credit fees, certain loan origination fees, gains on the sale of assets, derivative income, and bank-owned and company-owned life insurance income. These revenue streams are outside of the scope of ASC 606 and are recognized in accordance with the applicable U.S. GAAP. The remainder of Other income is primarily earned through transactions with personal banking customers, including wire transfer service charges, stop payment charges, and fees for items like money orders and cashier’s checks. The performance obligations of these types of fees are satisfied as transactions are completed and revenue is recognized upon transaction execution according to established fee schedules with the customers. The Company had no material contract assets, contract liabilities, or remaining performance obligations as of December 31, 2025 or 2024. Total receivables from revenue recognized under the scope of ASC 606 were $ 116.1 million and $ 100.2 million as of December 31, 2025 and December 31, 2024, respectively. These receivables are included as part of the Other assets line on the Company’s Consolidated Balance Sheets. The following tables depict the disaggregation of revenue according to revenue stream and Business Segment for the three years ended December 31, 2025, 2024, and 2023. As stated in Note 12, “Business Segment Reporting,” for comparability purposes, amounts in all periods are based on methodologies in effect at December 31, 2025 and previously reported results have been reclassified in this filing to conform to the current organizational structure. 127 Disaggregated revenue is as follows (in thousands): Year Ended December 31, 2025 NONINTEREST INCOME Commercial Banking Institutional Banking Personal Banking Revenue (Expense) out of Scope of ASC 606 Total Trust and securities processing $ 2,810 $ 262,667 $ 77,921 $ — $ 343,398 Trading and investment banking — 695 — 24,610 25,305 Service charges on deposit accounts 61,898 41,697 9,477 134 113,206 Insurance fees and commissions — — 910 — 910 Brokerage fees 277 68,740 10,575 — 79,592 Bankcard fees 105,359 29,353 30,513 ( 51,301 ) 113,924 Investment securities gains, net — — — 30,967 30,967 Other 7,334 2,844 3,621 68,949 82,748 Total noninterest income $ 177,678 $ 405,996 $ 133,017 $ 73,359 $ 790,050 Year Ended December 31, 2024 NONINTEREST INCOME Commercial Banking Institutional Banking Personal Banking Revenue (Expense) out of Scope of ASC 606 Total Trust and securities processing $ — $ 232,239 $ 58,332 $ — $ 290,571 Trading and investment banking — 1,131 — 23,095 24,226 Service charges on deposit accounts 42,309 36,665 5,425 113 84,512 Insurance fees and commissions — — 1,257 — 1,257 Brokerage fees 267 53,532 7,765 — 61,564 Bankcard fees 78,422 27,262 21,395 ( 39,282 ) 87,797 Investment securities gains, net — — — 10,720 10,720 Other 2,008 3,014 2,639 59,809 67,470 Total noninterest income $ 123,006 $ 353,843 $ 96,813 $ 54,455 $ 628,117 Year Ended December 31, 2023 NONINTEREST INCOME Commercial Banking Institutional Banking Personal Banking Revenue (Expense) out of Scope of ASC 606 Total Trust and securities processing $ — $ 203,887 $ 53,313 $ — $ 257,200 Trading and investment banking — 298 — 19,332 19,630 Service charges on deposit accounts 38,358 40,578 5,918 96 84,950 Insurance fees and commissions — — 1,009 — 1,009 Brokerage fees 374 46,395 7,350 — 54,119 Bankcard fees 71,632 19,823 22,246 ( 38,982 ) 74,719 Investment securities losses, net — — — ( 3,139 ) ( 3,139 ) Other 762 2,835 2,582 47,186 53,365 Total noninterest income $ 111,126 $ 313,816 $ 92,418 $ 24,493 $ 541,853 128 14. COMMON STOCK The following table summarizes the share transactions for the three years ended December 31, 2025 (in thousands, except for share data): Shares Issued Shares in Treasury Balance January 1, 2023 55,056,730 ( 6,737,326 ) Purchase of Treasury Stock — ( 94,727 ) Sale of Treasury Stock — 7,782 Issued for stock options and restricted stock — 321,668 Balance December 31, 2023 55,056,730 ( 6,502,603 ) Purchase of Treasury Stock — ( 93,428 ) Sale of Treasury Stock — 6,330 Issued for stock options and restricted stock — 347,148 Balance December 31, 2024 55,056,730 ( 6,242,553 ) Common stock issuance 23,609,079 — Purchase of Treasury Stock — ( 157,733 ) Sale of Treasury Stock — 3,226,386 Issued for stock options and restricted stock — 468,766 Balance December 31, 2025 78,665,809 ( 2,705,134 ) The Board authorized, at its July 25, 2023, April 30, 2024, and April 29, 2025 meetings, the repurchase of up to one million shares of the Company’s common stock. The July 2023 Repurchase Authorization terminated on April 30, 2024, the April 2024 Repurchase Authorization terminated on April 29, 2025 , and the April 2025 Repurchase Authorization will terminate on April 28, 2026. All share purchases pursuant to the Repurchase Authorizations are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act. Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own common shares. The Company has not made any repurchase of its securities other than pursuant to the Repurchase Authorizations , but did acquire shares pursuant to the Company’s share-based incentive programs. 15. COMMITMENTS, CONTINGENCIES AND GUARANTEES In the normal course of business, the Company is a party to financial instruments with off-balance-sheet risk in order to meet the financing needs of its customers and to reduce its own exposure to fluctuations in interest rates. These financial instruments include commitments to extend credit, commercial letters of credit, standby letters of credit, and futures contracts. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract or notional amount of those instruments reflects the extent of involvement the Company has in particular classes of financial instruments. Many of the commitments expire without being drawn upon; therefore, the total amount of these commitments does not necessarily represent the future cash requirements of the Company. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit, commercial letters of credit, and standby letters of credit is represented by the contract or notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the agreement. These conditions generally include, but are not limited to, each customer being current as to repayment terms of existing loans and no deterioration in the customer’s financial condition. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The interest rate is generally a variable rate. If the commitment has a fixed interest rate, the rate is generally not set until such time as credit is extended. For credit card customers, the Company has the right to change or terminate terms or conditions of the credit card account at any time. Since a large portion of the commitments and unused credit card lines are never actually drawn upon, the total commitment amount does not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on an individual basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s 129 credit evaluation. Collateral pledged by customers varies but may include accounts receivable, inventory, real estate, plant and equipment, stock, securities and certificates of deposit. Commercial letters of credit are issued specifically to facilitate trade or commerce. Under the terms of a commercial letter of credit, as a general rule, drafts will be drawn when the underlying transaction is consummated as intended. Standby letters of credit are conditional commitments issued by the Company payable upon the non-performance of a customer’s obligation to a third party. The Company issues standby letters of credit for terms ranging from three months to six years . The Company generally requires the customer to pledge collateral to support the letter of credit. The maximum liability to the Company under standby letters of credit at December 31, 2025 and 2024 , was $ 468.4 million and $ 404.7 million, respectively. As of December 31, 2025 and 2024, standby letters of credit totaling $ 5.4 million and $ 26.7 million, respectively, were with related parties to the Company. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities. The Company holds collateral supporting those commitments when deemed necessary. Collateral varies but may include such items as those described for commitments to extend credit. Futures contracts are contracts for delayed delivery of securities or money market instruments in which the seller agrees to make delivery at a specified future date, of a specified instrument, at a specified yield. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in securities values and interest rates. Instruments used in trading activities are carried at fair value and gains and losses on futures contracts are settled in cash daily. Any changes in the fair value are recognized in trading and investment banking income. The Company uses contracts to offset interest rate risk on specific securities held in the trading portfolio. As of December 31, 2025 and 2024, there were no notional amounts outstanding for these contracts. There were no open futures contract positions during the years ended December 31, 2025 or 2024. There was no net futures activity for the years ended December 31, 2025, 2024 or 2023. The Company controls the credit risk of its futures contracts through credit approvals, limits and monitoring procedures. The Company also enters into foreign exchange contracts on a limited basis. For operating purposes, the Company maintains certain balances in foreign banks. Foreign exchange contracts are purchased on a monthly basis to avoid foreign exchange risk on these foreign balances. The Company will also enter into foreign exchange contracts to facilitate foreign exchange needs of customers. The Company will enter into a contract to buy or sell a foreign currency at a future date only as part of a contract to sell or buy the foreign currency at the same future date to a customer. During 2025, contracts to purchase and to sell foreign currency averaged approximately $ 78.3 million compared to $ 46.8 million during 2024. The net gains on these foreign exchange contracts for the years ended December 31, 2025, 2024 and 2023 were $ 7.4 million, $ 6.1 million and $ 4.2 million, respectively. With respect to group concentrations of credit risk, most of the Company’s business activity is with customers in the states of Missouri, Kansas, Colorado, Arizona, Texas, and Utah. At December 31, 2025, the Company did not have any significant credit concentrations in any particular industry. The following table summarizes the Company’s off-balance sheet financial instruments as described above (in thousands): Contract or Notional Amount December 31, 2025 2024 Commitments to extend credit for loans (excluding credit card loans) $ 17,819,711 $ 12,904,749 Commitments to extend credit under credit card loans 5,994,640 5,474,758 Commercial letters of credit 217 311 Standby letters of credit 468,384 404,697 Forward contracts 119,978 55,174 Spot foreign exchange contracts 34,233 50,006 Commitments to extend credit for securities purchased under agreements to resell 191,000 96,000 130 Allowance for Credit Losses on Off-Balance Sheet Credit Exposure The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancelable by the Company. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The estimate is based on expected utilization rates by portfolio segment. Utilization rates are influenced by historical trends and current conditions. The expected utilization rates are applied to the total commitment to determine the expected amount to be funded. The allowance for off-balance sheet credit exposure is calculated by applying portfolio segment expected credit loss rates to the expected amount to be funded. The following categories of off-balance sheet credit exposures have been identified: Revolving Lines of Credit: includes commercial, construction, agricultural, personal, and home-equity. Risk inherent to revolving lines of credit often are related to the susceptibility of an individual or business experiencing unpredictable cash flow or financial troubles, thus leading to payment default. During these financial troubles, the borrower could have less than desirable assets collateralizing the revolving line of credit. The financial strain the borrower is experiencing could lead to drawing against the line without the ability to pay the line down. Non-Revolving Lines of Credit: include commercial and personal. Lines that do not carry a revolving feature are generally associated with a specific expenditure or project, such as to purchase equipment or the construction of real estate. The predominate risk associated with non-revolving lines is the diversion of funds for other expenditures. If the funds get diverted, the contributory value to collateral suffers. Letters of Credit: includes standby letters of credit. Generally, a standby letter of credit is established to provide assurance to the beneficiary that the applicant will perform certain obligations arising out of a separate transaction between the beneficiary and the applicant. These obligations might be the performance of a service or delivery of a product. If the obligations are not met, it gives the beneficiary the right to draw on the letter of credit. The ACL for off-balance sheet credit exposures was $ 5.7 million and $ 4.1 million as of December 31, 2025 and 2024 , respectively, and was recorded in the Accrued expenses and taxes line of the Company’s Consolidated Balance Sheets. Reductions of $ 2.0 million and $ 950 thousand of provision for off-balance sheet credit exposures were recorded for the years ended December 31, 2025 and December 31, 2024 , respectively. Provision of $ 2.0 million was recorded for off-balance sheet credit exposures for the year ended December 31, 2023 . Provision for off-balance sheet credit exposures is recorded in the Provision for credit losses line of the Company’s Consolidated Statements of Income. 16. INCOME TAXES Income taxes as set forth below produce effective income tax rates of 19.7 % in 2025 , 18.5 % in 2024 , and 17.0 % in 2023. These percentages are computed by dividing Income tax expense by Income before income taxes. 131 Income tax expense includes the following components (in thousands): Year Ended December 31, 2025 2024 2023 Current tax Federal $ 72,805 $ 107,697 $ 81,565 State 16,927 8,507 10,452 Total current tax expense 89,732 116,204 92,017 Deferred tax Federal 84,417 ( 20,072 ) ( 19,438 ) State ( 1,592 ) 3,898 ( 1,001 ) Total deferred tax expense (benefit) 82,825 ( 16,174 ) ( 20,439 ) Total tax expense Federal 157,222 87,625 62,127 State 15,335 12,405 9,451 Total tax expense $ 172,557 $ 100,030 $ 71,578 The reconciliation between the income tax expense and the amount computed by applying the statutory federal tax rate of 21 % for income before income taxes is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Amount Percent Amount Percent Amount Percent U.S federal statutory income tax rate $ 183,741 21.0 % $ 113,667 21.0 % $ 88,536 21.0 % Domestic federal: Federal tax credits, net of amortization (as applicable) ( 7,280 ) ( 0.8 ) ( 8,252 ) ( 1.5 ) ( 5,049 ) ( 1.2 ) Nontaxable and nondeductible items: Tax-exempt interest income ( 25,916 ) ( 3.0 ) ( 20,487 ) ( 3.8 ) ( 20,614 ) ( 4.9 ) Other 11,174 1.3 5,235 1.0 1,168 0.3 Domestic state and local income taxes, net of federal income tax effect (1) 10,697 1.2 11,887 2.2 6,233 1.5 Changes in unrecognized tax benefits 39 0.0 ( 2,087 ) ( 0.4 ) 1,233 0.3 Other reconciling items 102 0.0 67 0.0 71 0.0 Total tax expense $ 172,557 19.7 % $ 100,030 18.5 % $ 71,578 17.0 % (1) In general, state and local taxes in California, Colorado, Illinois, Minnesota and New York City made up the majority (greater than 50 %) of the tax effect in this category. The income taxes paid, net of refunds, is as follows (in thousands): Year Ended December 31, 2025 2024 2023 U.S. federal $ 49,000 $ 65,500 $ 69,000 U.S. state and local: Illinois 3,674 * * Other 10,568 11,430 10,334 Foreign * * * Total income taxes paid, net of refunds $ 63,242 $ 76,930 $ 79,334 *The amount of income taxes paid, net of refunds received, during the year does not meet the 5% disaggregation threshold. In preparing its tax returns, the Company is required to interpret tax laws and regulations to determine its taxable income. Periodically, the Company is subject to examinations by various taxing authorities that may give rise to differing interpretations of these laws. Upon examination, agreement of tax liabilities between the Company and the multiple tax jurisdictions in which the Company files tax returns may ultimately be different. The Company is in the examination process with two state tax authorities for various years between tax years 2021 and 2023. The 132 Company believes the aggregate amount of any additional liabilities that may result from these examinations, if any, will not have a material adverse effect on the financial condition, results of operations, or cash flows of the Company. Deferred income taxes result from differences between the carrying value of assets and liabilities measured for financial reporting and the tax basis of assets and liabilities for income tax return purposes. The significant components of deferred tax assets and liabilities are reflected in the following table (in thousands): December 31, 2025 2024 Deferred tax assets: Net unrealized loss on securities available for sale $ 107,222 $ 196,594 Net unrealized loss on cash flow hedges — 5,035 Loans, principally due to allowance for credit losses 184,805 57,553 Securities 119,343 — Equity-based compensation 9,631 7,067 Accrued expenses 46,886 39,008 Deferred compensation 27,088 19,981 Net operating loss carryovers 43,502 2,507 Miscellaneous 2,217 3,541 Total deferred tax assets before valuation allowance 540,694 331,286 Valuation allowance ( 39,021 ) ( 11,106 ) Total deferred tax assets 501,673 320,180 Deferred tax liabilities: Net unrealized gain on fair value hedges ( 15,549 ) ( 16,395 ) Net unrealized gain on cash flow hedges ( 6,186 ) — Securities — ( 83 ) Land, buildings and equipment ( 38,434 ) ( 24,859 ) Prepaid expenses ( 8,885 ) ( 7,245 ) Partnership investments ( 4,098 ) ( 4,190 ) Trust preferred securities ( 11,051 ) ( 6,439 ) Intangibles ( 132,335 ) ( 13,776 ) Miscellaneous ( 5,999 ) ( 3,149 ) Total deferred tax liabilities ( 222,537 ) ( 76,136 ) Net deferred tax asset $ 279,136 $ 244,044 As of December 31, 2025 , the Company’s gross federal net operating loss carryovers, acquired through the HTLF acquisition and subject to annual utilization limitations under Section 382 of the Internal Revenue Code, totaled $ 93.7 million. The deferred tax asset associated with these federal net operating loss carryovers was $ 19.7 million at December 31, 2025 , and the Company established a valuation allowance of $ 2.1 million to reflect expected net operating loss expirations. A majority of these federal net operating losses have an indefinite carryforward period, while others expire at various times between 2026 and 2035 . The Company also had gross state net operating loss carryovers of $ 531.5 million, for which a deferred tax asset of $ 23.8 million was recorded at December 31, 2025 . A majority of these state net operating loss carryovers were acquired through the HTLF acquisition and are subject to annual utilization limitations. Most of these state net operating losses expire at various times between 2026 and 2045 and some have an indefinite carryforward. As of December 31, 2025 and 2024 , the Company had a valuation allowance of $ 15.2 million and $ 2.5 million, respectively, for certain state net operating losses as they are not expected to be realized. In addition, as of December 31, 2025 and 2024 , the Company had a valuation allowance of $ 21.7 million and $ 8.6 million, respectively, to reduce certain other state deferred tax assets to the amount management believes will be more likely than not realized. The net deferred tax asset at December 31, 2025 and December 31, 2024 are included in the Other assets line of the Company’s Consolidated Balance Sheets. 133 The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. With few exceptions, the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for tax years prior to 2020 in the jurisdictions in which it files. Liabilities Associated With Unrecognized Tax Benefits The gross amount of unrecognized tax benefits totaled $ 8.9 million and $ 8.3 million at December 31, 2025 and 2024 , respectively. The total amount of unrecognized tax benefits, net of associated deferred tax benefit, that would impact the effective tax rate, if recognized, would be $ 7.1 million and $ 6.5 million at December 31, 2025 and December 31, 2024, respectively. The unrecognized tax benefits relate to state tax positions that have a corresponding federal tax benefit. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): December 31, 2025 2024 Unrecognized tax benefits - opening balance $ 8,279 $ 10,921 Gross increases - tax positions in prior period 10 — Gross decreases - tax positions in prior period — ( 3,051 ) Gross increases - current-period tax positions 1,536 1,915 Gross increases - acquisitions 616 — Lapse of statute of limitations ( 1,497 ) ( 1,506 ) Unrecognized tax benefits - ending balance $ 8,944 $ 8,279 Investments in Affordable Housing and Renewable Energy The Company has invested in affordable housing and renewable energy projects sponsored by third parties, commonly referred to as tax equity investments. The primary return on these investments is derived from the realization of federal tax credits and deductions. Tax equity investments are recorded net of accumulated amortization using the proportional amortization method. These investments are included in Other securities on the Consolidated Balance Sheets and totaled $ 290.3 million and $ 251.0 million as of December 31, 2025 and 2024 , respectively. Unfunded tax equity obligations are included in Other liabilities on the Consolidated Balance Sheets, and totaled $ 124.9 million and $ 116.5 million as of December 31, 2025 and 2024, respectively. The following table summarizes the amortization expense and tax benefit recognized for the Company’s affordable housing projects and other tax credit investments (in thousands): Year Ended December 31, 2025 2024 2023 Amortization Expense (1) Tax Benefit Recognized (2) Amortization Expense (1) Tax Benefit Recognized (2) Amortization Expense (1) Tax Benefit Recognized (2) Low-income housing tax credit $ 22,284 $ ( 28,938 ) $ 16,930 $ ( 21,277 ) $ 12,709 $ ( 15,482 ) Historic tax credit 1,481 ( 1,776 ) 1,471 ( 1,493 ) 1,464 ( 1,714 ) New markets tax credit 303 ( 360 ) — — — — Renewable energy 192 ( 13 ) 20,750 ( 22,318 ) — — Total $ 24,260 $ ( 31,087 ) $ 39,151 $ ( 45,088 ) $ 14,173 $ ( 17,196 ) (1) The credit programs disclosed above met the conditions to apply the proportional amortization method. The amortization expense is included in Income tax expense in the Consolidated Statements of Income and Amortization of securities premiums, net of discount accretion in the Consolidated Statements of Cash Flows. There were no credit programs that were not eligible for the proportional amortization method. (2) The tax benefit recognized primarily reflects the Federal tax credits generated from the investment, which are included in Income tax expense in the Consolidated Statements of Income. 134 17. DERIVATIVES AND HEDGING ACTIVITIES Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s loans and borrowings. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk of the Company’s assets or liabilities. The Company has entered into an offsetting position for each of these derivative instruments with a matching instrument from another financial institution in order to minimize its net risk exposure resulting from such transactions. Fair Values of Derivative Instruments on the Consolidated Balance Sheets The table below presents the fair value of the Company’s derivative financial instruments as of December 31, 2025 and 2024. The Company’s derivative assets and derivative liabilities are located within Other assets and Other liabilities, respectively, on the Company’s Consolidated Balance Sheets. Derivative fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. This table provides a summary of the fair value of the Company’s derivative assets and liabilities as of December 31, 2025 and December 31, 2024 (in thousands) : Derivative Assets Derivative Liabilities December 31, December 31, Fair Value 2025 2024 2025 2024 Interest Rate Derivatives: Derivatives not designated as hedging instruments $ 126,423 $ 102,118 $ 130,122 $ 107,386 Derivatives designated as hedging instruments 148,550 132,325 36 56 Total interest rate derivatives 274,973 234,443 130,158 107,442 Commodity Derivatives: Derivatives not designated as hedging instruments 6,356 — 6,294 — Total commodity derivatives 6,356 — 6,294 — Total $ 281,329 $ 234,443 $ 136,452 $ 107,442 Fair Value Hedges of Interest Rate Risk The Company is exposed to changes in the fair value of certain of its fixed-rate assets and liabilities due to changes in interest rates. Interest rate swaps designated as fair value hedges involve making fixed rate payments to a counterparty in exchange for the Company receiving variable rate payments over the life of the agreements without the exchange of the underlying notional amount. As of both December 31, 2025 and December 31, 2024 , the Company did no t have any interest rate swaps that were designated as fair value hedges of interest rate risk. 135 During 2022 and 2023, the Company terminated 10 fair value hedges of interest rate risk associated with the Company's municipal bond securities. For the years ended December 31, 2025 and 2024 the Company reclassified $ 4.8 million and $ 6.1 million, respectively, from AOCI to Interest income in connection with these terminated hedges. The unrealized gain on the terminated fair value hedges remaining in AOCI was $ 46.7 million net of tax, and $ 50.4 million net of tax, as of December 31, 2025 and 2024, respectively. The hedging adjustments will be amortized through the contractual maturity date of each respective hedged item. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in Interest income in the Consolidated Statements of Income. Cash Flow Hedges of Interest Rate Risk The Company’s objective in using interest rate derivatives is to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps, floors, and floor spreads as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of December 31, 2025 and 2024 , the Company had two interest rate swaps that were designated as cash flow hedges of interest rate risk associated with the Company’s variable-rate subordinated debentures issued by Marquette Capital Trusts III and IV. These swaps had an aggregate notional amount of $ 51.5 million at both December 31, 2025 and 2024. Interest rate floors designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the strike rate on the contract in exchange for an upfront premium. Interest rate floor spreads designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if interest rates fall below the purchased floor rate on the contract in exchange for an upfront premium, and involve payment of variable-rate amounts to the counterparty if interest rates fall below the sold floor rate on the contract. As of December 31, 2025 and 2024 , the Company had 13 interest rate floors and floor spreads with an aggregate notional amount of $ 3.0 billion that were designated as cash flow hedges of interest rate risk. For derivatives designated and that qualify as cash flow hedges of interest rate risk, the gain or loss on the derivative is recorded in AOCI and is subsequently reclassified into interest expense and interest income in the period during which the hedged forecasted transaction affects earnings. Amounts reported in AOCI related to interest rate swap derivatives will be reclassified to Interest expense as interest payments are received or paid on the Company’s hedged items. Amounts reported in AOCI related to interest rate floor and floor spread derivatives will be reclassified to Interest income as interest payments are received or paid on the Company’s items. The Company expects to reclassify $ 0.5 million from AOCI as a reduction to Interest expense and $ 3.8 million from AOCI as an increase to Interest income during the next 12 months. As of December 31, 2025 , the Company is hedging its exposure to the variability in future cash flows for forecasted transactions over a maximum period of 10.7 years. Non-designated Hedges The remainder of the Company’s derivatives are not designated in qualifying hedging relationships. Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. Interest Rate Derivatives The Company executes interest rate swaps with commercial banking customers to facilitate their respective risk management strategies. Those interest rate swaps are simultaneously offset by interest rate swaps that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of both the customer swaps and the offsetting swaps are recognized in Other noninterest expense in the Consolidated Statements of Income. As of December 31, 2025 , the Company had 830 interest rate swaps with an aggregate notional amount of $ 11.7 billion related to this program. The acquisition of HTLF included 478 interest rate swaps with an aggregate notional amount of $ 4.2 billion as of the Acquisition Date. As of December 31, 2024 , the Company had 298 interest rate swaps with an aggregate notional amount of $ 5.5 billion. 136 Commodity Derivatives The Company executes commodity swap and option contracts with commercial banking customers to facilitate their respective risk management strategies. The Company simultaneously enters into an offsetting contract with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the commodity swaps and option contracts associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings. The changes in the fair value of both the customer swaps and the offsetting swaps are recognized in Other noninterest expense in the Consolidated Statements of Income. As of December 31, 2025 , the Company had 26 commodity swaps and option contracts with an aggregate remaining volume of 2.1 million oil barrels and 3.6 million British Thermal Units related to this program. Effect of Derivative Instruments on the Consolidated Statements of Income and Accumulated Other Comprehensive Income This table provides a summary of the amount of gain or loss recognized in Interest income and Other noninterest expense in the Consolidated Statements of Income for the years ended December 31, 2025, 2024, and 2023 related to the Company’s derivative assets and liabilities (in thousands): Amount of Gain (Loss) Recognized For the Year Ended December 31, 2025 2024 2023 Interest Rate Derivatives Derivatives not designated as hedging instruments $ ( 45 ) $ 74 $ ( 69 ) Total $ ( 45 ) $ 74 $ ( 69 ) Interest Rate Derivatives Derivatives designated as hedging instruments: Fair value adjustments on derivatives $ — $ — $ 904 Fair value adjustments on hedged items — — ( 902 ) Total $ — $ — $ 2 Commodity Derivatives Derivatives not designated as hedging instruments $ 84 $ — $ — Total $ 84 $ — $ — These tables provide a summary of the effect of hedges on AOCI in the Consolidated Statements of Comprehensive Income for the years ended December 31, 2025, 2024, and 2023 related to the Company’s derivative assets and liabilities (in thousands): For the Year Ended December 31, 2025 Derivatives in Cash Flow Hedging Relationships Gain (Loss) Recognized in OCI on Derivative Gain (Loss) Recognized in OCI Included Component Loss Recognized in OCI Excluded Component (Loss) Gain Reclassified from AOCI into Earnings (Loss) Gain Reclassified from AOCI into Earnings Included Component Loss Reclassified from AOCI into Earnings Excluded Component Interest rate floors and floor spreads $ 33,517 $ 61,785 $ ( 28,268 ) $ ( 13,071 ) $ ( 10,727 ) $ ( 2,344 ) Interest rate swaps ( 544 ) ( 544 ) — 937 937 — Total $ 32,973 $ 61,241 $ ( 28,268 ) $ ( 12,134 ) $ ( 9,790 ) $ ( 2,344 ) 137 For the Year Ended December 31, 2024 Derivatives in Cash Flow Hedging Relationships (Loss) Gain Recognized in OCI on Derivative (Loss) Gain Recognized in OCI Included Component Gain Recognized in OCI Excluded Component Gain Reclassified from AOCI into Earnings Gain Reclassified from AOCI into Earnings Included Component Loss Reclassified from AOCI into Earnings Excluded Component Interest rate floors and floor spreads $ ( 44,268 ) $ ( 70,323 ) $ 26,055 $ 539 $ 3,857 $ ( 3,318 ) Interest rate swaps 3,738 3,738 — 1,417 1,417 — Total $ ( 40,530 ) $ ( 66,585 ) $ 26,055 $ 1,956 $ 5,274 $ ( 3,318 ) For the Year Ended December 31, 2023 Derivatives in Cash Flow Hedging Relationships Gain Recognized in OCI on Derivative Gain Recognized in OCI Included Component Loss Recognized in OCI Excluded Component Gain Reclassified from AOCI into Earnings Gain Reclassified from AOCI into Earnings Included Component Loss Reclassified from AOCI into Earnings Excluded Component Interest rate floors and floor spreads $ 14,123 $ 24,826 $ ( 10,703 ) $ 4,605 $ 6,948 $ ( 2,343 ) Interest rate swaps 892 892 — 1,312 1,312 — Total $ 15,015 $ 25,718 $ ( 10,703 ) $ 5,917 $ 8,260 $ ( 2,343 ) Credit-risk-related Contingent Features The Company has agreements with certain of its derivative counterparties that contain a provision that if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. As of December 31, 2025, the termination value of derivatives in a net liability position, which includes accrued interest, related to these agreements was $ 3.7 million. The Company has minimum collateral posting thresholds with certain of its derivative counterparties. As of December 31, 2025, the Com pany had posted $ 4.5 million of collateral . If the Company had breached any of these provisions at December 31, 2025 , it could have been required to settle its obligations under the agreements at the termination value. 18. DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS The following table presents information about the Company’s assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value. Fair values determined by Level 1 inputs utilize quoted prices in active markets for identical assets and liabilities that the Company has the ability to access. Fair values determined by Level 2 inputs utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the hierarchy. In such cases, the fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. 138 Assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in thousands): Fair Value Measurement at December 31, 2025 Using Description December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets U.S. Treasury $ 2,636 $ 2,636 $ — $ — U.S. Agencies 13,489 — 13,489 — State and political subdivisions 3,697 — 3,697 — Corporates 2,192 2,192 — — Trading – other 317 317 — — Trading securities 22,331 5,145 17,186 — U.S. Treasury 2,320,815 2,320,815 — — U.S. Agencies 62,370 — 62,370 — Mortgage-backed 8,167,873 — 8,167,873 — State and political subdivisions 2,446,588 — 2,446,588 — Corporates 177,115 177,115 — — Collateralized loan obligations 534,380 — 534,380 — Securities available for sale 13,709,141 2,497,930 11,211,211 — Equity securities with readily determinable fair values 14,690 14,690 — — Derivatives 281,329 — 281,329 — Total $ 14,027,491 $ 2,517,765 $ 11,509,726 $ — Liabilities Derivatives $ 136,452 $ — $ 136,452 $ — Securities sold not yet purchased 4,052 — 4,052 — Total $ 140,504 $ — $ 140,504 $ — 139 Fair Value Measurement at December 31, 2024 Using Description December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets U.S. Treasury $ 1,620 $ 1,620 $ — $ — U.S. Agencies 8,369 — 8,369 — State and political subdivisions 11,469 — 11,469 — Corporates 6,935 6,935 — — Trading – other 140 140 — — Trading securities 28,533 8,695 19,838 — U.S. Treasury 1,326,073 1,326,073 — — U.S. Agencies 129,047 — 129,047 — Mortgage-backed 4,420,930 — 4,420,930 — State and political subdivisions 1,218,569 — 1,218,569 — Corporates 317,170 317,170 — — Collateralized loan obligations 362,545 — 362,545 — Securities available for sale 7,774,334 1,643,243 6,131,091 — Equity securities with readily determinable fair values 11,596 11,596 — — Derivatives 234,443 — 234,443 — Total $ 8,048,906 $ 1,663,534 $ 6,385,372 $ — Liabilities Derivatives $ 107,442 $ — $ 107,442 $ — Securities sold not yet purchased 7,100 — 7,100 — Total $ 114,542 $ — $ 114,542 $ — Valuation methods for instruments measured at fair value on a recurring basis The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a recurring basis: Trading Securities Fair values for trading securities (including financial futures), are based on quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices for similar securities. Securities Available for Sale Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Additionally, throughout the year, if securities are sold, comparisons are made between the pricing services prices and the market prices at which the securities were sold. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate. Equity securities with readily determinable fair values Fair values are based on quoted market prices. Derivatives Fair values are determined using valuation techniques including discounted cash flow analysis on the expected cash flows from each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates, and implied volatilities. The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the 140 Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. Securities sold not yet purchased Fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs. Assets measured at fair value on a non-recurring basis as of December 31, 2025 and 2024 (in thousands): Fair Value Measurement at December 31, 2025 Using Description December 31, 2025 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total (Losses) Gains Recognized During the Twelve Months Ended December 31 Collateral dependent assets $ 70,012 $ — $ — $ 70,012 $ ( 29,420 ) Other real estate owned 3,009 — — 3,009 178 Other repossessed assets — — — — — Total $ 73,021 $ — $ — $ 73,021 $ ( 29,242 ) Fair Value Measurement at December 31, 2024 Using Description December 31, 2024 Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Losses Recognized During the Twelve Months Ended December 31 Collateral dependent assets $ 2,405 $ — $ — $ 2,405 $ ( 256 ) Other real estate owned — — — — — Other repossessed assets 26,779 — — 26,779 — Total $ 29,184 $ — $ — $ 29,184 $ ( 256 ) Valuation methods for instruments measured at fair value on a non-recurring basis The following methods and assumptions were used to estimate the fair value of each class of financial instruments measured on a non-recurring basis: Collateral Dependent Assets Collateral dependent assets are assets evaluated as part of the ACL on an individual basis. Those assets for which there is an associated allowance are considered financial assets measured at fair value on a non-recurring basis. Adjustments are recorded on certain assets to reflect write-downs that are based on the external appraised value of the underlying collateral. The external appraisals are generally based on recent sales of comparable properties which are then adjusted for the unique characteristics of the property being valued. In the case of non-real estate collateral, reliance is placed on a variety of sources, including external estimates of value and judgments based on the experience and expertise of internal specialists within the Company’s property management group and the Company’s credit department. The valuation of collateral dependent assets are reviewed on a quarterly basis. Because many of these inputs are not observable, the measurements are classified as Level 3. Other real estate owned and Other repossessed assets Other real estate owned and other repossessed assets consist of loan collateral which has been repossessed through foreclosure. This collateral is comprised of commercial and residential real estate and other non-real estate property, including auto, recreational and marine vehicles. Other real estate owned and other repossessed assets are recorded as held for sale initially at the fair value of the collateral less estimated selling costs. The initial valuation of the foreclosed property is obtained through an appraisal process similar to the process described in the collateral dependent assets paragraph above. Subsequent to foreclosure, valuations are reviewed quarterly and updated periodically, and the assets may be marked down further, 141 reflecting a new cost basis. Fair value measurements may be based upon appraisals, third-party price opinions, or internally developed pricing methods and those measurements are classified as Level 3. Fair value disclosures require disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. The estimated fair value of the Company’s financial instruments at December 31, 2025 and 2024 are as follows (in thousands): Fair Value Measurement at December 31, 2025 Using Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Estimated Fair Value FINANCIAL ASSETS Cash and short-term investments $ 9,441,175 $ 7,893,082 $ 1,548,093 $ — $ 9,441,175 Securities available for sale 13,709,141 2,497,930 11,211,211 — 13,709,141 Securities held to maturity (exclusive of allowance for credit losses) 5,724,227 — 5,250,465 — 5,250,465 Trading securities 22,331 5,145 17,186 — 22,331 Other securities 676,300 14,690 661,610 — 676,300 Loans (exclusive of allowance for credit losses) 38,781,438 — 39,041,201 — 39,041,201 Derivatives 281,329 — 281,329 — 281,329 FINANCIAL LIABILITIES Time deposits 3,760,862 — 3,760,862 — 3,760,862 Other borrowings 3,324,938 32,133 3,292,805 — 3,324,938 Long-term debt 474,229 — 523,545 — 523,545 Derivatives 136,452 — 136,452 — 136,452 OFF-BALANCE SHEET ARRANGEMENTS Commitments to extend credit for loans 14,972 Commitments to extend resell agreements 106 Commercial letters of credit 130 Standby letters of credit 4,483 142 Fair Value Measurement at December 31, 2024 Using Carrying Amount Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Estimated Fair Value FINANCIAL ASSETS Cash and short-term investments $ 9,104,445 $ 8,559,445 $ 545,000 $ — $ 9,104,445 Securities available for sale 7,774,334 1,643,243 6,131,091 — 7,774,334 Securities held to maturity (exclusive of allowance for credit losses) 5,378,912 — 4,748,938 — 4,748,938 Trading securities 28,533 8,695 19,838 — 28,533 Other securities 471,018 11,596 459,422 — 471,018 Loans (exclusive of allowance for credit losses) 25,645,057 — 25,665,211 — 25,665,211 Derivatives 234,443 — 234,443 — 234,443 FINANCIAL LIABILITIES Time deposits 2,127,667 — 2,127,667 — 2,127,667 Other borrowings 2,609,715 70,405 2,539,310 — 2,609,715 Long-term debt 385,292 — 417,217 — 417,217 Derivatives 107,442 — 107,442 — 107,442 OFF-BALANCE SHEET ARRANGEMENTS Commitments to extend credit for loans 12,515 Commitments to extend resell agreements 292 Commercial letters of credit 135 Standby letters of credit 4,375 Cash and short-term investments The carrying amounts of cash and due from banks, federal funds sold and resell agreements are reasonable estimates of their fair values. Securities held to maturity For U.S. Agency and mortgage-backed securities, as well as general obligation bonds in the State and political subdivision portfolio, fair values are based on quoted market prices or dealer quotes, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities. Prices are provided by third-party pricing services and are based on observable market inputs. On an annual basis, the Company compares a sample of these prices to other independent sources for the same securities. Variances are analyzed, and, if appropriate, additional research is conducted with the third-party pricing services. Based on this research, the pricing services may affirm or revise their quoted price. No significant adjustments have been made to the prices provided by the pricing services. The pricing services also provide documentation on an ongoing basis that includes reference data, inputs and methodology by asset class, which is reviewed to ensure that security placement within the fair value hierarchy is appropriate. For private placement bonds in the State and political subdivision portfolio, fair values are estimated by discounting the future cash flows using current market rates. Other securities Amount consists of FRB and FHLB stock held by the Company, equity securities with readily determinable fair values, and equity securities without readily determinable fair values, including equity-method investments and other miscellaneous investments. The carrying amount of the FRB and FHLB stock equals its fair value because the shares can only be redeemed by the FRB and FHLB at their carrying amount. Equity securities with readily determinable fair values are measured at fair value using quoted market prices. Equity securities without readily determinable fair values are carried at cost, which approximates fair value. Loans Fair values are estimated for portfolios with similar financial characteristics. Loans are segregated by type, such as commercial, real estate, consumer, and credit card. Each loan category is further segmented into fixed and variable interest rate categories. The fair value of loans is estimated by discounting the future cash flows. The discount rates used are estimated using comparable market rates for similar types of instruments adjusted to be commensurate with the credit risk, overhead costs, and optionality of such instruments. 143 Time deposits The fair value of fixed-maturity certificates of deposit is estimated by discounting the future cash flows using the rates that are currently offered for deposits of similar remaining maturities. Other borrowings The carrying amounts of federal funds purchased, repurchase agreements and other short-term debt are reasonable estimates of their fair value because of the short-term nature of their maturities. Federal funds purchased are classified as Level 1 based on availability of quoted market prices and repurchase agreements and other short-term debt are classified as Level 2. Long-term debt Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value of existing debt. Other off-balance sheet instruments The fair value of loan commitments and letters of credit are determined based on the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the present creditworthiness of the counterparties. Neither the fees earned during the year on these instruments nor their fair value at period-end are significant to the Company’s consolidated financial position. 19. PARENT COMPANY FINANCIAL INFORMATION UMB FINANCIAL CORPORATION BALANCE SHEETS (in thousands) December 31, 2025 2024 ASSETS Investment in subsidiaries: Banks $ 7,527,586 $ 3,462,767 Non-banks 209,109 188,605 Total investment in subsidiaries 7,736,695 3,651,372 Goodwill on purchased affiliates 5,011 5,011 Cash 305,672 123,091 Investment securities and other 223,891 151,094 Total assets $ 8,271,269 $ 3,930,568 LIABILITIES AND SHAREHOLDERS' EQUITY Long-term debt $ 474,229 $ 385,292 Accrued expenses and other 103,472 78,735 Total liabilities 577,701 464,027 Shareholders' equity 7,693,568 3,466,541 Total liabilities and shareholders' equity $ 8,271,269 $ 3,930,568 144 STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (in thousands) Year Ended December 31, 2025 2024 2023 INCOME Dividends and income received from subsidiaries $ 108,000 $ 108,500 $ 88,500 Service fees from subsidiaries 203,018 77,906 66,450 Other 27,656 9,928 13,268 Total income 338,674 196,334 168,218 EXPENSE Salaries and employee benefits 127,795 75,433 67,015 Other 99,802 59,974 43,418 Total expense 227,597 135,407 110,433 Income before income taxes and equity in undistributed earnings of subsidiaries 111,077 60,927 57,785 Income tax expense (benefit) 3,541 ( 8,179 ) ( 9,165 ) Income before equity in undistributed earnings of subsidiaries 107,536 69,106 66,950 Equity in undistributed earnings of subsidiaries: Banks 589,408 357,257 291,473 Non-Banks 5,454 14,880 ( 8,399 ) Net income $ 702,398 $ 441,243 $ 350,024 Other comprehensive income (loss) 311,530 ( 16,115 ) 145,800 Comprehensive income $ 1,013,928 $ 425,128 $ 495,824 145 STATEMENTS OF CASH FLOWS (in thousands) Year Ended December 31, 2025 2024 2023 OPERATING ACTIVITIES Net income $ 702,398 $ 441,243 $ 350,024 Adjustments to reconcile net income to cash provided by operating activities: Equity in earnings of subsidiaries ( 702,862 ) ( 480,637 ) ( 371,574 ) Dividends received from subsidiaries 108,000 108,500 88,500 Depreciation and amortization 105 14 18 Amortization of debt issuance costs 745 876 876 Equity based compensation 37,745 22,579 18,694 Changes in other assets and liabilities, net 31,527 471 ( 32,493 ) Net cash provided by operating activities 177,658 93,046 54,045 INVESTING ACTIVITIES Net capital investment in subsidiaries ( 220,287 ) 2,319 ( 3,570 ) Net cash activity from acquisitions and divestitures 170,052 — — Net increase in investment securities ( 6,585 ) ( 33 ) ( 30 ) Net cash (used in) provided by investing activities ( 56,820 ) 2,286 ( 3,600 ) FINANCING ACTIVITIES Cash dividends paid ( 135,620 ) ( 77,127 ) ( 74,245 ) Repayment from long-term debt ( 200,000 ) — — Common stock issuance 235,141 — — Payment of common stock issuance costs ( 524 ) ( 1,413 ) — Proceeds from exercise of stock options and sales of treasury stock 1,308 4,685 2,461 Purchases of treasury stock ( 17,628 ) ( 7,738 ) ( 8,367 ) Preferred stock issuance 294,066 — — Preferred stock redemption ( 115,000 ) — — Net cash provided by (used in) by financing activities 61,743 ( 81,593 ) ( 80,151 ) Net increase (decrease) in cash 182,581 13,739 ( 29,706 ) Cash and cash equivalents at beginning of period 123,091 109,352 139,058 Cash and cash equivalents at end of period $ 305,672 $ 123,091 $ 109,352 20. Acquisition On January 31, 2025 (Acquisition Date), the Company acquired all of the outstanding stock of Heartland Financial USA, Inc., a Delaware corporation (HTLF), in an all-stock transaction, issuing a total of 23.6 million shares of the Company’s common stock and 4.6 million depositary shares, each representing a 1/400th interest in a share of the Company’s 7.00 % Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the Series A preferred stock). Pursuant to the Agreement and Plan of Merger, dated as of April 28, 2024 , (i) HTLF merged with and into the Company, with the Company continuing as the surviving corporation and (ii) one day after the closing date of the acquisition of HTLF by the Company, HTLF’s wholly owned bank subsidiary, a Colorado-chartered bank (HTLF Bank), merged with and into UMB Bank, National Association, the Company’s national bank subsidiary (the Bank), with the Bank continuing as the surviving bank. Total consideration for the acquisition was $ 2.9 billion, consisting of the Company’s common stock valued at $ 2.8 billion (based on the Company’s common stock price of $ 117.90 ) and the Company’s Series A preferred stock valued at $ 115.2 million (based on the Company’s Series A preferred stock price of $ 25.05 ) as of close of business on the Acquisition Date. Each HTLF common stock share was converted into 0.55 shares of the Company’s common stock. Each HTLF preferred stock share was converted into a share of the Company’s Series A preferred stock. The acquisition of HTLF was accounted for as a business combination using the purchase method of accounting in accordance with FASB ASC Topic 805, Business Combinations. Accordingly, the purchase price was 146 allocated based on the estimated fair market values of the assets and liabilities acquired. The following table summarizes the net assets acquired (at fair value) and consideration transferred for HTLF as of January 31, 2025 (in thousands, except for per share data): Fair Value January 31, 2025 Assets Loans, net of allowance for credit losses on loans $ 9,734,711 Investment securities 3,648,445 Interest-bearing due from banks 965,003 Cash and due from banks 174,985 Premises and equipment, net 174,579 Identifiable intangible assets 511,021 Other assets 904,481 Total assets acquired $ 16,113,225 Liabilities Noninterest-bearing deposits $ 3,761,997 Interest-bearing deposits 10,586,989 Long-term debt 278,018 Other liabilities 199,532 Total liabilities assumed $ 14,826,536 Net identifiable assets acquired $ 1,286,689 Preliminary goodwill 1,632,440 Net assets acquired $ 2,919,129 Consideration Common stock consideration: Company's common shares issued 23,609 Purchase price per share of the Company's common stock $ 117.90 Fair value of common stock consideration $ 2,783,510 Preferred stock consideration 115,230 Stock-based compensation consideration 20,389 Fair value of total consideration transferred $ 2,919,129 The fair value of the acquired assets and liabilities noted in the table above is preliminary as of December 31, 2025, pending a final adjustment to the valuation allowance against certain state deferred tax assets, as described below. During the preliminary period (Measurement Period), which may last up to twelve months subsequent to the Acquisition Date, the Company will continue to review information relating to events and circumstances existing as of the Acquisition Date that could impact the preliminary fair value estimates of the acquired assets and liabilities. In the table of acquired net assets above, the amount of net assets acquired reflect Measurement Period adjustments made since Acquisition Date that resulted in a net decrease in net assets acquired of $ 41.4 million. This decrease was primarily driven by a decrease in the value of various investment securities of $ 29.7 million, based on indicative market pricing determined to be in existence as of the Acquisition Date and increases of $ 23.1 million in the ACL for PCD loans based on credit factors that were determined to be in existence as of the Acquisition Date, partially offset by an increase of $ 10.2 million in the related deferred tax assets. The Company has been completing a comprehensive review of the fair value of the acquired assets and liabilities, including an evaluation of all facts and circumstances that existed as of the Acquisition Date. As of the date of this report, this process is complete and the Company has finalized its analysis. After December 31, 2025, but before the end of the Measurement Period, the Company recorded an adjustment of $ 2.2 million to the valuation allowance against certain state deferred tax assets. The amount of goodwill arising from the acquisition reflects the Company’s increased market share and related synergies that are expected to result from combining the operations of UMB and HTLF. In accordance with ASC 350, Intangibles-Goodwill and Other , goodwill will not be amortized, but will be subject to at least an annual 147 impairment test. The Company has approximately $ 44.0 million of tax-deductible goodwill that arose in previous transactions completed by HTLF which carries over. The remaining goodwill related to the acquisition is not expected to be deductible for tax purposes. Of the $ 1.6 billion in goodwill arising from the acquisition, $ 979.5 million was assigned to the Commercial Banking segment and $ 653.0 million was assigned to the Personal Banking segment. The fair value of the acquired identifiable intangible assets of $ 511.0 million is comprised of a core deposit intangible of $ 474.1 million, a customer list of $ 26.0 million and purchased credit card relationships of $ 10.9 million. The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above. Loans A valuation of the loans was performed by a third party as of the Acquisition Date to assess the fair value. The fair value of loans was based on a discounted cash flow method that considered the loans’ underlying characteristics including account type, remaining terms of loan, annual interest rates or coupon, fixed or variable interest rate, past delinquencies, risk rating, timing of principal and interest payments, current market rates, loan to value ratios, loss exposure, more specifically the probability of default and loss given default, and remaining balance. Loans were aggregated according to similar characteristics when applying the valuation method. The Company's accounting methods for acquired Non-PCD and PCD loans are discussed in Note 1, "Summary of Significant Accounting Policies". At the Acquisition Date, the fair value of Non-PCD loans was $ 6.7 billion, compared to the unpaid principal balance of $ 7.1 billion. The following table presents the unpaid principal balance and fair value of the loans acquired in the HTLF acquisition as of the Acquisition Date (in thousands): Unpaid Principal Balance Fair Value Non-PCD loans $ 7,067,238 $ 6,688,190 PCD loans 3,237,332 3,046,521 Total loans $ 10,304,570 $ 9,734,711 At the Acquisition Date, of the $ 9.7 billion of loans acquired from HTLF, $ 3.0 billion were accounted for as PCD loans. The following table provides a summary of PCD loans purchased as part of the HTLF acquisition as of the Acquisition Date (in thousands) : January 31, 2025 Principal of PCD loans acquired $ 3,237,332 PCD ACL at acquisition ( 85,299 ) Non-credit discount on PCD loans ( 105,512 ) Fair value of PCD Loans $ 3,046,521 Investment securities The portion of the investment securities portfolio that was classified as available-for-sale was valued utilizing third-party pricing services for those securities retained and valued using the actual sales prices for those securities that were sold shortly after the close of the acquisition. The portion of the investment securities portfolio that was classified as held-to-maturity as of the Acquisition Date were priced by a third party using a discounted cash flow methodology similar to the methodology described above for the valuation of loans. Interest-bearing due from banks and Cash and due from banks The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. Core deposit intangible Core deposit intangibles represent the value of relationships with deposit clients and the cost savings derived from available core deposits relative to an alternative funding source. The fair value of the core deposit intangible was estimated using a net cost savings method, a variation of the income approach. This approach considers expected client attrition rates, average life and balance inflation, alternative cost of funds, the interest cost and net maintenance cost associated with the client deposit base, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value. 148 Deposits The fair value for demand and savings deposits is the amount payable on demand at the Acquisition Date. The fair value for time deposits was valued by a third party using a discounted cash flow calculation that applied interest rates currently being offered to the contractual interest rates on such time deposits. Long-term debt The fair value of long-term debt instruments was valued by a third party based on quoted market prices for the instrument if available, or for similar instruments if not available, or by using discounted cash flow analyses, based on current incremental borrowing rates for similar types of instruments. The Company assumed long-term debt obligations with an aggregate balance of $ 159.8 million and an aggregate fair value of $ 139.3 million as of the Acquisition Date payable to fifteen unconsolidated trusts that have issued trust preferred securities. The interest rates on the acquired trust preferred securities ranged from 5.89 % to 8.21 % as of the Acquisition Date and reset quarterly. The acquired trust preferred securities have maturity dates ranging from September 2032 to September 2037 . The Company assumed $ 150.0 million in aggregate subordinated notes due September 2031 . The subordinated notes have a fixed interest rate of 2.75 % until September 2026, at which time the interest rate will reset quarterly. The subordinated notes had an acquired fair value of $ 138.8 million as of January 31, 2025. The results of HTLF are included in the results of the Company subsequent to the Acquisition Date. Transaction costs incurred after the Acquisition Date totaled $ 140.1 million, primarily in Salaries and employee benefits and Legal and consulting in the Consolidated Statements of Income, as well as $ 62.0 million in Provision expense to establish an ACL on the HTLF loans designated as non-PCD as of the Acquisition Date (Day 1 Provision expense). Additional transaction and integration costs will be expensed in future periods as incurred. The following unaudited pro forma information combines the historical results of HTLF and the Company. The unaudited pro forma financial information does not include the potential impacts of possible business model changes, current market conditions, revenue enhancements, expense efficiencies, or other factors. If the HTLF acquisition had been completed on January 1, 2024, total revenue would have been approximately $ 2.7 billion and $ 2.5 billion for the year ended December 31, 2025 and December 31, 2024, respectively. Net income available to common shareholders would have been approximately $ 843.3 million and $ 504.0 million, respectively, for the same periods. Basic earnings per share would have been $ 11.20 and $ 6.96 for the same periods, respectively. The unaudited pro forma information above reflects adjustments made to exclude the impact of acquisition-related expenses of $ 142.0 million for the year ended December 31, 2025 and include such expenses in the year ended December 31, 2024. Day 1 provision expense of $ 62.0 million was included in 2024 to reflect the assumption of the acquisition timing noted above. Adjustments also included adjusting net interest income by the estimated net accretion of fair value marks on acquired loans, HTM securities, time deposits and long-term debt of $ 12.8 million and $ 153.1 million for the years ended December 31, 2025 and December 31, 2024, respectively, and adjusting noninterest expense for the estimated net amortization of intangibles and fair value marks on premises and equipment of $ 8.0 million and $ 96.0 million for the years ended December 31, 2025 and December 31, 2024, respectively. The unaudited pro forma information is theoretical in nature and not necessarily indicative of future consolidated results of operations of the Company or the consolidated results of operations which would have resulted had the Company acquired HTLF during the periods presented. The Company has determined that it is impractical to report the amounts of revenue and earnings of legacy HTLF since the Acquisition Date due to the integration of operations shortly after the Acquisition Date. Accordingly, reliable and separate complete revenue and earnings information is no longer available. In addition, such amounts would require significant estimates related to the proper allocation of merger cost savings that cannot be objectively made. 149 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCO UNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. ITEM 9A. CONTROL S AND PROCEDURES Disclosure Controls and Procedures At the end of the period covered by this Annual Report on Form 10-K, the Company’s Chief Executive Officer and Chief Financial Officer have each evaluated the effectiveness of the Company’s “Disclosure Controls and Procedures” (as defined in Rule 13a-15(e) of the Exchange Act) and have concluded that the Company’s Disclosure Controls and Procedures were effective as of the end of the period covered by this Annual Report on Form 10-K. Management’s Report on Internal Control Over Financial Reporting Management of the Company is responsible for establishing and maintaining adequate “internal control over financial reporting,” as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of the Company, and effected by the Board, management and other personnel, an evaluation of the effectiveness of internal control over financial reporting was conducted based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission's Internal Control - Integrated Framework (2013) . Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. In addition, given the Company’s size, operations and footprint, lapses or deficiencies in internal controls may occur from time to time. Based on the evaluation under the framework in Internal Control - Integrated Framework (2013), management (with the participation of the Company’s Chief Executive Officer and Chief Financial Officer) under the oversight of the Board of Directors, has concluded that internal control over financial reporting was effective at the end of the period covered by this Annual Report on Form 10-K. The Company acquired HTLF on January 31, 2025. As permitted by guidance issued by the SEC, companies are allowed to exclude an acquired business from management's report on internal control over financial reporting for the first year subsequent to the acquisition while integrating the acquired operations. Accordingly, management has elected to exclude HTLF from its assessment of the effectiveness on internal control over financial reporting as of December 31, 2025. Total assets of HTLF represent approximately 22.0% of the consolidated financial statement amounts as of December 31, 2025 and net interest income and noninterest income of HTLF represent approximately 19.2% of the consolidated financial statement amounts for the year ended December 31, 2025. KPMG LLP, Kansas City, Missouri, (U.S. PCAOB Auditor Firm ID: 185 ), the independent registered public accounting firm that audited the financial statements included within this report, has issued an attestation report on the effectiveness of internal control over financial reporting at the end of the period covered by this report. KPMG LLP's attestation report is set forth below. Changes in Internal Control Over Financial Reporting During the first quarter of 2025, as a result of the HTLF acquisition, management commenced the evaluation of the acquired entities controls, and begun designing and implementing new controls as needed. The evaluation of the changes to processes, information technology systems, and other components of internal control over financial reporting related to the operations of HTLF is ongoing. Otherwise, no change in the Company’s internal control over financial reporting occurred during the last quarter of the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. 150