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10-K – 2026-02-26 – umbf-20251231.htm
REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors UMB Financial Corporation: Opinion on Internal Control Over Financial Reporting We have audited UMB Financial Corporation and subsidiaries' (the Company) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements), and our report dated February 26, 2026 expressed an unqualified opinion on those consolidated financial statements. The Company acquired Heartland Financial USA, Inc. during 2025, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, Heartland Financial USA, Inc.’s internal control over financial reporting associated with 22.0% of total assets and 19.2% of total net interest income and noninterest income included in the consolidated financial statements of the Company as of and for the year ended December 31, 2025. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Heartland Financial USA, Inc.. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become 151 inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Kansas City, Missouri February 26, 2026 ITEM 9B. OTHER INFORMATION No ne. IT EM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS None. 152 PART III ITEM 10. DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE The information required by this item relating to executive officers is included in Part I of this Annual Report on Form 10-K under the caption "Executive Officers of the Registrant." The information required by this item regarding Directors is incorporated herein by reference to information to be included under the caption "Proposal #1: Election of Directors" of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on April 28, 2026 (the 2026 Annual Meeting of Shareholders), which will be provided to shareholders within 120 days after December 31, 2025. The information required by this item regarding the Audit Committee and the Audit Committee financial experts is incorporated herein by reference to information to be included under the caption "Corporate Governance – Committees of the Board of Directors – Audit Committee" of the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2025. The information required by this item concerning Section 16(a) beneficial ownership reporting compliance is incorporated herein by reference to information to be included under the caption "Stock Ownership – Section 16(a) Beneficial Ownership Reporting Compliance" of the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2025. The Company has adopted a code of ethics that applies to all directors, officers and employees, including its chief executive officer, chief financial officer and chief accounting officer. You can find the Company's code of ethics on its website by going to the following address: http://investorrelations.umb.com . Information on the Company’s website is not incorporated by reference into this report and should not be considered part of this document. The Company will post on its website any amendments or waivers to its code of ethics that are required to be disclosed under the rules of either the SEC or NASDAQ. A copy of the code of ethics will be provided, at no charge, to any person requesting the same, by written notice sent to the Company's Corporate Secretary, 6 th floor, 1010 Grand Blvd., Kansas City, Missouri 64106. The Company has adopted an insider trading policy (the Insider Trading Policy) applicable to our officers, directors, employees, certain other persons and entities, as well as activities of the Company, that the Company believes is reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the Nasdaq listing standards. The foregoing summary of the Insider Trading Policy is not complete and is qualified in its entirety by reference to the Insider Trading Policy attached hereto as Exhibit 19.1. ITEM 11. EXECUTI VE COMPENSATION The information required by this item is incorporated herein by reference to information to be included under the Executive Compensation sections of the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2025. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OW NERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Security Ownership of Certain Beneficial Owners The information required by this item is incorporated herein by reference to the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders to information to be included under the caption "Stock Ownership - Principal Shareholders," which will be provided to shareholders within 120 days after December 31, 2025. Security Ownership of Management The information required by this item is incorporated herein by reference to the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2025, under the caption "Stock Ownership – Stock Owned by Directors, Nominees, and Executive Officers." 153 The following table summarizes shares authorized for issuance under the Company’s equity compensation plans as of December 31, 2025: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) (ii) Weighted average exercise price of outstanding options, warrants and rights (b) (iii) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) Equity compensation plans approved by security holders 2005 Long Term Incentive Plan 19,308 $ 67.16 None 2018 Omnibus Incentive Compensation Plan None None 1,808,357 HTLF Compensation Plans (i) 60,051 88.80 1,148,188 Equity compensation plans not approved by security holders None None None Total 79,359 $ 83.53 2,956,545 (i) Includes the Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan and the Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan. (ii) For HTLF Plans, includes 55,089 RSUs and 4,962 stock options that were outstanding at December 31, 2025. (iii) Weighted average exercise price of stock options only. For additional information concerning the Company’s equity compensation plans, see Note 11, “Employee Benefits,” in the Notes to the Consolidated Financial Statements provided in Item 8 of this report. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is incorporated herein by reference to the information to be provided under the captions “Corporate Governance – Transactions with Related Persons”, “Corporate Governance – The Board of Directors – Independent Directors” and “Corporate Governance – Committees of the Board of Directors” of the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2025. ITEM 14. PRINCIPAL ACCOU NTANT FEES AND SERVICES The information required by this item is incorporated herein by reference to the information to be provided under the caption "Proposal #3: Ratification of the Corporate Audit Committee’s Engagement of KPMG LLP as UMB’s Independent Public Accounting Firm for 2025” of the Company's Proxy Statement for the 2026 Annual Meeting of Shareholders, which will be provided to shareholders within 120 days after December 31, 2025. 154 PART IV ITEM 15. EXHIBITS AND FINAN CIAL STATEMENT SCHEDULES Consolidated Financial Statements and Financial Statement Schedules The following Consolidated Financial Statements of the Company are included in Item 8 of this Annual Report on Form 10-K. Consolidated Balance Sheets as of December 31, 2025 and 2024 Consolidated Statements of Income for the Three Years Ended December 31, 2025 Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2025 Consolidated Statements of Changes in Shareholders' Equity for the Three Years Ended December 31, 2025 Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2025 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Condensed Consolidated Financial Statements for the parent company only may be found in Item 8 above. All other schedules have been omitted because the required information is presented in the Consolidated Financial Statements or in the notes thereto, the amounts involved are not significant or the required subject matter is not applicable. Exhibits The following Exhibit Index lists the Exhibits to Form 10-K: 2.1 Agreement and Plan of Merger, dated as of April 28, 2024, by and among Heartland Financial USA, Inc., UMB Financial Corporation and Blue Sky Merger Sub Inc. (incorporated by reference to Annex A to the joint proxy statement/prospectus forming a part of the registration statement on Form S-4 and filed with the Commission on July 2, 2024). 3.1 Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2006 and filed with the Commission on May 9, 2006). 3.2 Amendment of Articles of Incorporation, dated as of January 31, 2025 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated January 31, 2025 and filed with the Commission on February 3, 2025). 3.3 Bylaws, amended as of April 13, 2023 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated April 13, 2023 and filed with the Commission on April 13, 2023). 3.4 Certificate of Designation for the UMB Preferred Stock, dated as of June 12, 2025 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K dated June 12, 2025 and filed with the Commission on June 12, 2025). 4.1 Description of the capital stock included in the Registration Statement on Form 8-A (incorporated by reference to the Registration Statement on Form 8-A dated May 1, 2018 and filed with the Commission on May 1, 2018). 4.2 Description of the capital stock included in the Registration Statement on Form S-3 (incorporated by reference to the Registration Statement on Form S-3 ASR dated August 17, 2022 and filed with the Commission on August 17, 2022). 4.3 Description of UMB Financial Corporation’s Securities filed herewith. 4.4 Second Supplemental Indenture, dated as of September 28, 2022, by and between UMB Financial Corporation and Wells Fargo, National Association, as Trustee, with respect to the 6.250% Fixed-to-Fixed Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 28, 2022 and filed with the Commission on September 28, 2022). 155 4.5 Form of 6.250% Fixed-to-Fixed Rate Subordinated Notes due 2032 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 28, 2022 and filed with the Commission on September 28, 2022). 4.6 Form of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share (incorporated by reference to Exhibit 4.3 of the Company's Current Report on Form 8-K dated June 12, 2025 and filed with the Commission on June 12, 2025). 4.7 Deposit Agreement among UMB Financial Corporation, Computershare Trust Company, N.A., Computershare, Inc. and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K dated June 12, 2025 and filed with the Commission on June 12, 2025). 4.8 Form of Depositary Receipt representing Depositary Shares (included in Exhibit 4.7 hereto). 10.1 UMB Financial Corporation Long-Term Incentive Compensation Plan amended and restated as of April 23, 2013 (incorporated by reference to Appendix A of the Company’s Proxy Statement for the Company’s April 23, 2013 Annual Meeting filed with the Commission on March 13, 2013). 10.2 Deferred Compensation Plan, dated as of December 1, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K for December 31, 2017 and filed with the Commission on February 22, 2018). 10.3 UMBF 2005 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-K for December 31, 2004 and filed with the Commission on March 14, 2005). 10.4 Performance Share Unit Award Agreement for the UMB Financial Corporation Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated June 8, 2018 and filed with the Commission on June 14, 2018). 10.5 Restricted Share Unit Award Agreement for the UMB Financial Corporation Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.5 to the Company's Form 10-K for December 31, 2022 and filed with the Commission on February 23, 2023). 10.6 Form of 2016 Stock Option Award Agreement for the UMB Financial Corporation Long-Term Incentive Compensation Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 2, 2016). 10.7 UMBF Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A of the Company’s Proxy Statement for the Company’s April 30, 2024 Annual Meeting filed with the Commission on March 13, 2024). 10.8 Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.1 of the Company's Registration Statement on Form S-8 filed with the Commission on February 3, 2025). 10.9 Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan (incorporated by reference to Exhibit 99.2 of the Company's Registration Statement on Form S-8 filed with the Commission on February 3, 2025). 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Company's Form 10-K for December 31, 2024 and filed with the Commission on February 27, 2025). 21.1 Subsidiaries of the Registrant filed herewith. 23.1 Consent of Independent Registered Public Accounting Firm – KPMG LLP filed herewith. 24.1 Power of Attorney filed herewith. 31.1 CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith. 31.2 CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act filed herewith. 32.1 CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith. 32.2 CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act filed herewith. 97.1 Compensation Recovery Policy filed herewith. 156 101.INS XBRL Instance Document – The instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbases Document filed herewith. 104 The cover page of our Form 10-K for the year ended December 31, 2025, formatted in iXBRL. In accordance with Item 601(b)(4)(iii)(A) of Regulation S-K, copies of certain instruments defining the rights of holders of long-term debt of the Company or its subsidiaries are not filed herewith. We hereby agree to furnish a copy of any such instrument to the Commission upon request. ITEM 16. FORM 10-K SUMMARY None. 157 SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, as of February 26, 2026. UMB FINANCIAL CORPORATION /s/ J. Mariner Kemper J. Mariner Kemper Chairman of the Board, Chief Executive Officer /s/ Ram Shankar Ram Shankar Chief Financial Officer /s/ David C. Odgers David C. Odgers Chief Accounting Officer Date: February 26, 2026 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities on the date indicated. /s/ Robin C. Beery Director /s/ Janine A. Davidson Director Robin C. Beery Janine A. Davidson /s/ Kevin C. Gallagher Director /s/ Greg M. Graves Director Kevin C. Gallagher Greg M. Graves /s/ Bradley J. Henderson Director /s/ Jennifer K. Hopkins Director Bradley J. Henderson Jennifer K. Hopkins /s/ Gordon E. Lansford III Director /s/ Margaret Lazo Director Gordon E. Lansford III Margaret Lazo /s/ Susan G. Murphy Director /s/ Timothy R. Murphy Director Susan G. Murphy Timothy R. Murphy /s/ Tamara M. Peterman Director /s/ Kris A. Robbins Director Tamara M. Peterman Kris A. Robbins /s/ John K. Schmidt Director /s/ L. Joshua Sosland Director John K. Schmidt L. Joshua Sosland /s/ Leroy J. Williams Director /s/ J. Mariner Kemper Director, Chairman of the Board, Chief Executive Officer Leroy J. Williams J. Mariner Kemper Attorney-in-Fact for each director 158