10-Q – 2025-10-30 – umbf-20250930.htm

A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL. To develop the estimate, the Company follows the guidelines in ASC 326, Financial Instruments – Credit Losses . The estimate reserves for assets held at amortized cost and any related credit deterioration in the Company’s available-for-sale debt security portfolio. Assets held at amortized cost include the Company’s loan book and held-to-maturity security portfolio.
The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans. These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics. This process is designed to produce a lifetime estimate of the losses, at a reporting date, that includes evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement. This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered.
The Company considers a variety of factors to ensure the safety and soundness of its estimate including a strong internal control framework, extensive methodology documentation, credit underwriting standards which encompass the Company’s desired risk profile, model validation, and ratio analysis. If the Company’s total ACL estimate, as determined in accordance with the approved ACL methodology, is either outside a reasonable range based on review of economic indicators or by comparison of historical ratio analysis, the ACL estimate is an outlier and management will investigate the underlying reason(s). Based on that investigation, issues or factors that previously had not been considered may be identified in the estimation process, which may warrant adjustments to estimated credit losses.
The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan portfolio, held-to-maturity securities, and credit deterioration in available-for-sale securities.
Based on the factors above, management of the Company recorded $22.5 million as provision for credit losses for the three-month period ended September 30, 2025, as compared to $18.0 million for the same period in 2024. For the nine-month period ended September 30, 2025, management of the Company recorded $129.5 million as provision for credit losses, as compared to $42.1 million for the same period in 2024. As noted above, $62.0 million was recorded to establish an allowance for credit losses on the acquired loans designated as non-PCD loans at the close of the HTLF acquisition. See Note 13, “Acquisition” above. The increase in the three-month period and the remaining $25.5 million increase in provision in the nine-month period is the result of applying the methodology for computing the ACL, coupled with the impacts of the current and forecasted economic environment. As illustrated in Table 3 below, the ACL on loans increased seven basis points to 1.07% of total loans as of September 30, 2025, compared to September 30, 2024.
Table 3 presents a summary of the Company’s ACL for the nine-month periods ended September 30, 2025 and 2024, and for the year ended December 31, 2024. Net charge-offs were $69.7 million for the nine-month period ended September 30, 2025, compared to $14.3 million for the same period in 2024. Approximately $48.9 million of the net charge-offs were related to loans acquired from HTLF. See “Credit Risk Management” under “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report for information relating to nonaccrual loans, past due loans, restructured loans and other credit risk matters.

 
75

 

Table 3
ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES (unaudited, dollars in thousands)

 

 

Nine Months Ended

 

 

Year Ended

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2024

 

Allowance – January 1

 

$

261,734

 

$

222,996

 

$

222,996

 

PCD allowance for credit loss at acquisition

 

 

85,299

 

 

 

—

 

 

 

—

 

Provision for credit losses

 

 

129,500

 

 

 

43,000

 

 

 

62,000

 

Charge-offs:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

(38,035

)

 

 

(1,886

)

 

 

(5,441

)

Specialty lending

 

 

—

 

 

 

—

 

 

 

—

 

Commercial real estate

 

 

(11,074

)

 

 

(250

)

 

 

(250

)

Consumer real estate

 

 

(2,050

)

 

 

(308

)

 

 

(432

)

Consumer

 

 

(2,253

)

 

 

(1,026

)

 

 

(1,524

)

Credit cards

 

 

(20,020

)

 

 

(15,098

)

 

 

(20,752

)

Leases and other

 

 

(7

)

 

 

(4

)

 

 

(4

)

Total charge-offs

 

 

(73,439

)

 

 

(18,572

)

 

 

(28,403

)

Recoveries:

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

 

254

 

 

 

1,837

 

 

 

1,890

 

Specialty lending

 

 

—

 

 

 

3

 

 

 

4

 

Commercial real estate

 

 

184

 

 

 

—

 

 

 

—

 

Consumer real estate

 

 

238

 

 

 

632

 

 

 

648

 

Consumer

 

 

420

 

 

 

138

 

 

 

241

 

Credit cards

 

 

2,620

 

 

 

1,632

 

 

 

2,355

 

Leases and other

 

 

6

 

 

 

3

 

 

 

3

 

Total recoveries

 

 

3,722

 

 

 

4,245

 

 

 

5,141

 

Net charge-offs

 

 

(69,717

)

 

 

(14,327

)

 

 

(23,262

)

Allowance for credit losses – end of period

 

$

406,816

 

$

251,669

 

$

261,734

 

Allowance for credit losses on loans

 

$

404,971

 

 

$

248,907

 

 

$

259,089

 

Allowance for credit losses on held-to-maturity securities

 

 

1,845

 

 

 

2,762

 

 

 

2,645

 

Loans at end of period, net of unearned interest

 

 

37,706,507

 

 

 

24,990,791

 

 

 

25,642,301

 

Held-to-maturity securities at end of period

 

 

5,654,232

 

 

 

5,477,472

 

 

 

5,378,912

 

Total assets at amortized cost

 

 

43,360,739

 

 

 

30,468,263

 

 

 

31,021,213

 

Average loans, net of unearned interest

 

 

35,299,314

 

 

23,848,264

 

 

24,209,547

 

Allowance for credit losses on loans to loans at end of period

 

 

1.07

%

 

 

1.00

%

 

 

1.01

%

Allowance for credit losses – end of period to total assets at amortized cost

 

 

0.94

%

 

 

0.83

%

 

 

0.84

%

Allowance as a multiple of net charge-offs

 

4.36x

 

 

13.15x

 

 

11.25x

 

Net charge-offs to average loans

 

 

0.26

%

 

 

0.08

%

 

 

0.10

%

 
Noninterest Income
A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates. Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates.
The Company offers multiple fee-based products and services, which management believes will more closely align with customer demands. The Company is currently emphasizing fee-based products and services including trust and securities processing, bankcard, securities trading and brokerage, and cash and treasury management. Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.

 
76

 

Table 4
SUMMARY OF NONINTEREST INCOME (unaudited, dollars in thousands)

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Trust and securities processing

 

$

87,926

 

 

$

74,222

 

 

$

13,704

 

 

 

18.5

%

Trading and investment banking

 

 

7,026

 

 

 

7,118

 

 

 

(92

)

 

 

(1.3

)

Service charges on deposits

 

 

29,150

 

 

 

20,089

 

 

 

9,061

 

 

 

45.1

 

Insurance fees and commissions

 

 

307

 

 

 

282

 

 

 

25

 

 

 

8.9

 

Brokerage fees

 

 

20,470

 

 

 

15,749

 

 

 

4,721

 

 

 

30.0

 

Bankcard fees

 

 

29,561

 

 

 

22,394

 

 

 

7,167

 

 

 

32.0

 

Investment securities (losses) gains, net

 

 

(4,093

)

 

 

2,623

 

 

 

(6,716

)

 

 

(256.0

)

Other

 

 

32,951

 

 

 

16,266

 

 

 

16,685

 

 

 

102.6

 

Total noninterest income

 

$

203,298

 

 

$

158,743

 

 

$

44,555

 

 

 

28.1

%

 

 

 

Nine Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Trust and securities processing

 

$

250,970

 

 

$

213,710

 

 

$

37,260

 

 

 

17.4

%

Trading and investment banking

 

 

19,107

 

 

 

18,041

 

 

 

1,066

 

 

 

5.9

 

Service charges on deposits

 

 

85,472

 

 

 

63,107

 

 

 

22,365

 

 

 

35.4

 

Insurance fees and commissions

 

 

674

 

 

 

832

 

 

 

(158

)

 

 

(19.0

)

Brokerage fees

 

 

59,097

 

 

 

42,929

 

 

 

16,168

 

 

 

37.7

 

Bankcard fees

 

 

84,872

 

 

 

66,708

 

 

 

18,164

 

 

 

27.2

 

Investment securities gains, net

 

 

28,810

 

 

 

10,127

 

 

 

18,683

 

 

 

184.5

 

Other

 

 

62,679

 

 

 

47,452

 

 

 

15,227

 

 

 

32.1

 

Total noninterest income

 

$

591,681

 

 

$

462,906

 

 

$

128,775

 

 

 

27.8

%

 
Noninterest income increased by $44.6 million, or 28.1%, during the three-month period ended September 30, 2025, and increased $128.8 million, or 27.8%, during the nine-month period ended September 30, 2025, compared to the same periods in 2024. Table 4 above summarizes the components of noninterest income and the respective year-over-year comparison for each category.
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, mutual fund assets, and alternative asset servicing. The increase in these fees for the three and nine-month periods ended September 30, 2025, compared to the same periods in 2024, was primarily due to an increase in trust services income primarily related to HTLF, and increases in fund services revenue and corporate trust revenue. For the three-month period ended September 30, 2025, trust income increased $6.4 million, or 43.0%, fund services revenue increased $4.0 million, or 9.4%, and corporate trust revenue increased $3.3 million, or 20.0%, compared to the same period in 2024. For the nine-month period ended September 30, 2025, trust services revenue increased $15.8 million, or 35.2%, fund services revenue increased $12.5 million, or 10.2%, and corporate trust revenue increased $9.0 million, or 19.5%, compared to the same period in 2024. The recent volatile markets have impacted the income in this category. Since trust and securities processing fees are primarily asset-based, which are highly correlated to the change in market value of the assets, the related income for the remainder of the year will be affected by changes in the securities markets. Management continues to emphasize sales of services to both new and existing clients as well as increasing and improving the distribution channels.
Service charges on deposit accounts for the three-month period ended September 30, 2025 increased $9.1 million, or 45.1%, and increased $22.4 million, or 35.4%, for the nine-month period ended September 30, 2025. This increase was largely driven by the HTLF acquisition and increased service charge income from acquired deposit accounts.

 
77

 

Brokerage fees for the three-month period ended September 30, 2025 increased $4.7 million, or 30.0%, and increased $16.2 million, or 37.7%, for the nine-month period ended September 30, 2025, compared to the same periods in 2024. The changes in the three-month and nine-month periods were driven by 12b-1 fees and money market share revenue.
Bankcard fees for the three and nine-month periods ended September 30, 2025 increased $7.2 million, or 32.0%, and increased $18.2 million, or 27.2%, respectively, as compared to the same periods in 2024. This increase was driven by higher interchange income, partially offset by higher rebate and reward costs primarily related to purchase volume from the HTLF acquisition.
Investment securities (losses) gains, net for the three and nine-month periods ended September 30, 2025 decreased $6.7 million, or 256.0%, and increased $18.7 million, or 184.5%, respectively, compared to the same periods in 2024. The decrease for the three-month period ended September 30, 2025, was primarily driven by $7.1 million in net losses on the Company's marketable securities during the third quarter. The increase for the nine-month period was driven by the net gains from the Company's investment in Voyager Technologies, Inc., which completed its initial public offering in June 2025. The income in this category is highly correlated to the change in market value of the assets, and the related income for the remainder of the year will be affected by changes in the securities markets. The Company’s investment portfolio is continually evaluated for opportunities to improve its performance and risk profile relative to market conditions and the Company’s interest rate expectations. This can result in differences from quarter to quarter in the amount of realized gains or losses on this portfolio.
Other noninterest income for the three-month period ended September 30, 2025, increased $16.7 million, or 102.6%, compared to the same period in 2024, primarily driven by a $5.0 million increase in bank-owned life insurance income, a $3.8 million increase in derivative income, a $3.7 million increase in company-owned life insurance income, and a $2.5 million legal settlement recorded in the third quarter of 2025. For the nine-month period, other noninterest income increased $15.2 million, or 32.1%, compared to the same period in 2024. This increase is driven by increases of $6.0 million in bank-owned life insurance income, $4.9 million in derivative income, and a $2.5 million legal settlement recorded in the third quarter of 2025.
Table 5
SUMMARY OF NONINTEREST EXPENSE (unaudited, dollars in thousands)

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Salaries and employee benefits

 

$

220,329

 

$

146,984

 

$

73,345

 

 

 

49.9

%

Occupancy, net

 

 

19,149

 

 

 

12,274

 

 

 

6,875

 

 

 

56.0

 

Equipment

 

 

16,563

 

 

 

15,988

 

 

 

575

 

 

 

3.6

 

Supplies and services

 

 

10,492

 

 

 

4,967

 

 

 

5,525

 

 

 

111.2

 

Marketing and business development

 

 

11,094

 

 

 

6,817

 

 

 

4,277

 

 

 

62.7

 

Processing fees

 

 

45,008

 

 

 

29,697

 

 

 

15,311

 

 

 

51.6

 

Legal and consulting

 

 

21,616

 

 

 

9,518

 

 

 

12,098

 

 

 

127.1

 

Bankcard

 

 

11,775

 

 

 

12,482

 

 

 

(707

)

 

 

(5.7

)

Amortization of other intangible assets

 

 

25,317

 

 

 

1,917

 

 

 

23,400

 

 

 

1,220.7

 

Regulatory fees

 

 

8,091

 

 

 

4,686

 

 

 

3,405

 

 

 

72.7

 

Other

 

 

29,851

 

 

 

7,124

 

 

 

22,727

 

 

 

319.0

 

Total noninterest expense

 

$

419,285

 

$

252,454

 

$

166,831

 

 

 

66.1

%

 

 
78

 

 

 

 

Nine Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Salaries and employee benefits

 

$

655,278

 

 

$

432,851

 

$

222,427

 

 

 

51.4

%

Occupancy, net

 

 

53,789

 

 

 

36,267

 

 

 

17,522

 

 

 

48.3

 

Equipment

 

 

49,937

 

 

 

48,094

 

 

 

1,843

 

 

 

3.8

 

Supplies and services

 

 

21,660

 

 

 

11,672

 

 

 

9,988

 

 

 

85.6

 

Marketing and business development

 

 

30,436

 

 

 

19,440

 

 

 

10,996

 

 

 

56.6

 

Processing fees

 

 

129,496

 

 

 

87,334

 

 

 

42,162

 

 

 

48.3

 

Legal and consulting

 

 

68,690

 

 

 

33,978

 

 

 

34,712

 

 

 

102.2

 

Bankcard

 

 

36,933

 

 

 

34,867

 

 

 

2,066

 

 

 

5.9

 

Amortization of other intangible assets

 

 

68,067

 

 

 

5,788

 

 

 

62,279

 

 

 

1,076.0

 

Regulatory fees

 

 

25,587

 

 

 

26,649

 

 

 

(1,062

)

 

 

(4.0

)

Other

 

 

57,367

 

 

 

19,385

 

 

 

37,982

 

 

 

195.9

 

Total noninterest expense

 

$

1,197,240

 

$

756,325

 

$

440,915

 

 

 

58.3

%

 
Noninterest expense increased $166.8 million, or 66.1%, and increased $440.9 million, or 58.3%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. Table 5 above summarizes the components of noninterest expense and the respective year-over-year comparison for each category. For the first nine months of 2025, noninterest expense included $102.3 million in total acquisition-related and other nonrecurring costs, compared to $12.6 million in the same period in 2024. It also includes $62.4 million in other intangible amortization expense related to the HTLF acquisition.
Salaries and employee benefits increased by $73.3 million, or 49.9%, and increased $222.4 million, or 51.4%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. Salaries and wages expense increased $38.2 million, or 42.5%, and increased $102.6 million, or 39.0%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. Bonus and commission expense increased $20.5 million, or 62.9%, and increased $89.6 million, or 99.6%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. Employee benefits expense increased $14.7 million, or 59.5%, and increased $30.3 million, or 37.9%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. The variances in salaries and employee benefits are primarily driven by increased severance, retention bonuses, and change in control payments made to HTLF associates, as well as higher bonus expense due to higher company performance.
Occupancy expense increased $6.9 million, or 56.0%, and $17.5 million, or 48.3%, for the three and nine-month period ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to higher volume of activity from the HTLF acquisition.
Supplies and services expense increased $5.5 million, or 111.2%, and $10.0 million, or 85.6%, for the three and nine-month period ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to higher volume of activity from the HTLF acquisition.
Marketing and business development expense increased $4.3 million, or 62.7%, and $11.0 million, or 56.6%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to higher volume of activity from the HTLF acquisition.
Processing fees increased $15.3 million, or 51.6%, and $42.2 million, or 48.3%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to increased software subscription costs driven by legacy-HTLF software subscriptions.
Legal and consulting expense increased $12.1 million, or 127.1%, and $34.7 million, or 102.2%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. The increase in both periods is primarily due to non-recurring transaction costs associated with the acquisition.

 
79

 

Amortization of other intangible assets increased $23.4 million, or 1,220.7%, and $62.3 million, or 1,076.0%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024, primarily due to amortization of the core deposit intangible, customer list and purchased credit card relationship intangibles recognized from the HTLF acquisition.
Regulatory fees increased $3.4 million, or 72.7%, and decreased $1.1 million, or 4.0%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. The increase in the three-month period is primarily due to the HTLF acquisition and the increase in the assessment base. The decrease in the nine-month period is driven by adjustments to the FDIC special assessment.
Other expense increased $22.7 million, or 319.0%, and $38.0 million, or 195.9%, for the three and nine-month periods ended September 30, 2025, respectively, compared to the same periods in 2024. For both periods, these increases were primarily due to fees for termination of legacy HTLF contracts, coupled with higher operational losses, and increased expenses related to the HTLF acquisition for property taxes and insurance. The nine-month period was also impacted by increased charitable contributions in 2025 as compared to 2024.
Income Tax Expense
 
The Company’s effective tax rate was 19.4% for the nine months ended September 30, 2025, compared to 19.0% for the same period in 2024. The increase in the effective tax rate in 2025 is primarily attributable to a smaller portion of income being earned from tax-exempt municipal securities, along with an increase in the state marginal tax rate.
 
On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses. The Company does not expect the enactment of OBBBA to have a material impact on its Consolidated Financial Statements.
 
Strategic Lines of Business
The Company has strategically aligned its operations into the following three reportable Business Segments: Commercial Banking, Institutional Banking, and Personal Banking. The Company’s senior executive officers regularly evaluate Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. For comparability purposes, amounts in all periods are based on methodologies in effect at September 30, 2025. Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.
Table 6
Commercial Banking Operating Results (unaudited, dollars in thousands)

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

331,555

 

 

$

168,353

 

$

163,202

 

 

 

96.9

%

Provision for credit losses

 

 

19,465

 

 

 

15,947

 

 

 

3,518

 

 

 

22.1

 

Noninterest income

 

 

56,089

 

 

 

31,383

 

 

 

24,706

 

 

 

78.7

 

Noninterest expense

 

 

187,031

 

 

 

87,823

 

 

 

99,208

 

 

 

113.0

 

Income before taxes

 

 

181,148

 

 

 

95,966

 

 

 

85,182

 

 

 

88.8

 

Income tax expense

 

 

36,940

 

 

 

18,407

 

 

 

18,533

 

 

 

100.7

 

Net income

 

$

144,208

 

 

$

77,559

 

$

66,649

 

 

 

85.9

%

 

 
80

 

 

 

Nine Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

928,091

 

 

$

487,498

 

$

440,593

 

 

 

90.4

%

Provision for credit losses

 

 

104,550

 

 

 

35,770

 

 

 

68,780

 

 

 

192.3

 

Noninterest income

 

 

136,527

 

 

 

104,195

 

 

 

32,332

 

 

 

31.0

 

Noninterest expense

 

 

530,691

 

 

 

271,732

 

 

 

258,959

 

 

 

95.3

 

Income before taxes

 

 

429,377

 

 

 

284,191

 

 

 

145,186

 

 

 

51.1

 

Income tax expense

 

 

83,513

 

 

 

53,909

 

 

 

29,604

 

 

 

54.9

 

Net income

 

$

345,864

 

$

230,282

 

$

115,582

 

 

 

50.2

%

 
For the nine-month period ended September 30, 2025, Commercial Banking net income increased $115.6 million, or 50.2%, to $345.9 million, compared to the same period in 2024. Net interest income increased $440.6 million, or 90.4%, for the nine-month period ended September 30, 2025, compared to the same period in 2024, primarily driven by the acquisition of HTLF, as well as organic legacy-UMB loan growth, and earning asset mix changes. Provision for credit losses increased $68.8 million for the period, driven by the acquisition of HTLF as well as portfolio metric changes and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $32.3 million, or 31.0%, compared to the same period in 2024, primarily due to increases of $15.7 million in deposit service charges, $14.6 million in other income driven by increased derivative income, increased life insurance income, and a legal settlement in the third quarter of 2025, and $10.7 million in bankcard fees. These increases were partially offset by a decrease of $10.7 million in investment security gains. Noninterest expense increased $259.0 million, or 95.3%, to $530.7 million for the nine-month period ended September 30, 2025, compared to the same period in 2024. This increase was driven by an increase of $160.8 million in technology, service, and overhead expenses, and an increase of $79.3 million in salaries and employee benefit expense, both driven by the acquisition. Additionally, there were increases of $5.8 million in marketing and business development, $5.2 million in regulatory fees, $3.8 million in processing fees, and $2.2 million in legal and consulting expense.
Table 7
Institutional Banking Operating Results (unaudited, dollars in thousands)

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

60,997

 

 

$

44,757

 

$

16,240

 

 

 

36.3

%

Provision for credit losses

 

 

460

 

 

 

252

 

 

 

208

 

 

 

82.5

 

Noninterest income

 

 

115,379

 

 

 

99,598

 

 

 

15,781

 

 

 

15.8

 

Noninterest expense

 

 

110,613

 

 

 

100,011

 

 

 

10,602

 

 

 

10.6

 

Income before taxes

 

 

65,303

 

 

 

44,092

 

 

 

21,211

 

 

 

48.1

 

Income tax expense

 

 

13,317

 

 

 

8,457

 

 

 

4,860

 

 

 

57.5

 

Net income

 

$

51,986

 

$

35,635

 

$

16,351

 

 

 

45.9

%

 

 

 

Nine Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

188,487

 

 

$

144,708

 

$

43,779

 

 

 

30.3

%

Provision for credit losses

 

 

1,325

 

 

 

753

 

 

 

572

 

 

 

76.0

 

Noninterest income

 

 

327,171

 

 

 

285,199

 

 

 

41,972

 

 

 

14.7

 

Noninterest expense

 

 

323,015

 

 

 

290,128

 

 

 

32,887

 

 

 

11.3

 

Income before taxes

 

 

191,318

 

 

 

139,026

 

 

 

52,292

 

 

 

37.6

 

Income tax expense

 

 

37,211

 

 

 

26,372

 

 

 

10,839

 

 

 

41.1

 

Net income

 

$

154,107

 

$

112,654

 

$

41,453

 

 

 

36.8

%

 

 
81

 

For the nine-month period ended September 30, 2025, Institutional Banking net income increased $41.5 million, or 36.8%, to $154.1 million, compared to the same period last year. Net interest income increased $43.8 million, or 30.3%, compared to the same period last year, due to an increase in funds transfer pricing resulting from higher deposit balances. Provision for credit losses increased $0.6 million for the period, driven by portfolio metric changes and changes in macro-economic metrics in 2025 compared to 2024. Noninterest income increased $42.0 million, or 14.7%, to $327.2 million for the nine-month period September 30, 2025, compared to the same period in 2024. This increase was due to increases of $21.6 million in trust and securities processing income driven by higher fund services and corporate trust revenue, $13.8 million in brokerage income due to increased 12b-1 and money market revenue, $3.8 million in deposit service charges, $1.3 million in bankcard fees, and $1.0 million in bond trading income. Noninterest expense increased $32.9 million, or 11.3%, primarily driven by increases of $21.3 million in salaries and employee benefits expense, $7.4 million in processing fees, $2.0 million increase in technology, service, and overhead expense, $1.4 million in marketing and business development, and $1.1 million in bankcard expense.
 
Personal Banking Operating Results (unaudited, dollars in thousands)
 

 

 

Three Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

82,490

 

 

$

34,266

 

$

48,224

 

 

 

140.7

%

Provision for credit losses

 

 

2,575

 

 

 

1,801

 

 

 

774

 

 

 

43.0

 

Noninterest income

 

 

31,830

 

 

 

27,762

 

 

 

4,068

 

 

 

14.7

 

Noninterest expense

 

 

121,641

 

 

 

64,620

 

 

 

57,021

 

 

 

88.2

 

Loss before taxes

 

 

(9,896

)

 

 

(4,393

)

 

 

(5,503

)

 

 

(125.3

)

Income tax benefit

 

 

(2,018

)

 

 

(842

)

 

 

(1,176

)

 

 

(139.7

)

Net loss

 

$

(7,878

)

$

(3,551

)

$

(4,327

)

 

 

(121.9

)%

 

 

 

Nine Months Ended

 

 

Dollar

 

 

Percent

 

 

 

September 30,

 

 

Change

 

 

Change

 

 

 

2025

 

 

2024

 

 

25-24

 

 

25-24

 

Net interest income

 

$

223,127

 

 

$

99,712

 

$

123,415

 

 

 

123.8

%

Provision for credit losses

 

 

23,625

 

 

 

5,527

 

 

 

18,098

 

 

 

327.4

 

Noninterest income

 

 

127,983

 

 

 

73,512

 

 

 

54,471

 

 

 

74.1

 

Noninterest expense

 

 

343,534

 

 

 

194,465

 

 

 

149,069

 

 

 

76.7

 

Loss before taxes

 

 

(16,049

)

 

 

(26,768

)

 

 

10,719

 

 

 

40.0

 

Income tax benefit

 

 

(3,121

)

 

 

(5,078

)

 

 

1,957

 

 

 

38.5

 

Net loss

 

$

(12,928

)

$

(21,690

)

$

8,762

 

 

 

40.4

%

 
For the nine-month period ended September 30, 2025, Personal Banking net loss improved $8.8 million, or 40.4%, to a net loss of $12.9 million, as compared to the same period in 2024. Net interest income increased $123.4 million, or 123.8%, compared to the same period last year driven by the acquisition of HTLF, as well as organic legacy-UMB loan growth, and earning asset mix change. Provision for credit losses increased $18.1 million for the period, driven by the acquisition of HTLF as well as by portfolio metric changes and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $54.5 million, or 74.1%, for the same period primarily driven by increases of $28.4 million in investment securities gains, $13.6 million in trust and securities processing income, $5.1 million in bankcard fees, $2.9 million in deposit service charges, and $2.3 million in brokerage income. Noninterest expense increased $149.1 million, or 76.7%, primarily due to increases of $73.6 million in technology, service, and overhead expenses, and $46.8 million in salaries and employee benefits expense, both driven by the HTLF acquisition. Additionally, there were increases of $9.0 million in other expense driven by increased charitable contributions, $5.6 million in supplies and services, $4.3 million in processing fees, $2.9 million in marketing and business development, $2.4 million in regulatory fees, $2.1 million in equipment, and $1.5 million in bankcard expenses.

 
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Balance Sheet Analysis
Total assets of the Company increased $21.5 billion, or 42.6%, as of September 30, 2025, compared to December 31, 2024, primarily due to increases of $12.1 billion, or 47.0%, in loan balances, $5.6 billion, or 72.1%, in securities available for sale, and $1.6 billion in goodwill.
Total assets of the Company increased $24.4 billion, or 51.3%, as of September 30, 2025, compared to September 30, 2024, primarily due to increases of $12.7 billion, or 50.9%, in loan balances, $6.4 billion, or 90.7%, in securities available for sale, $1.6 billion in goodwill, and $1.3 billion, or 19.5%, in interest-bearing due from bank.
The overall increase in total assets from September 30, 2024 and December 31, 2024 to September 30, 2025 is directly related to the acquisition of HTLF. The HTLF acquisition added total assets with an acquired fair value of $16.1 billion, including $9.7 billion in loan balances and $3.7 billion in securities balances at January 31, 2025. As a result of the acquisition, $1.6 billion of preliminary goodwill was recognized. See further information in Note 13, “Acquisition” in the Notes to Consolidated Financial Statements.
 
Table 9
SELECTED FINANCIAL INFORMATION (unaudited, dollars in thousands)
 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2024

 

Total assets

 

$

71,881,181

 

 

$

47,496,428

 

 

$

50,409,664

 

Loans, net of unearned interest

 

 

37,709,677

 

 

 

24,995,967

 

 

 

25,645,057

 

Total securities

 

 

19,787,898

 

 

 

12,994,786

 

 

 

13,652,797

 

Interest-bearing due from banks

 

 

7,892,392

 

 

 

6,601,866

 

 

 

7,986,270

 

Total earning assets

 

 

66,155,080

 

 

 

44,991,853

 

 

 

47,829,124

 

Total deposits

 

 

60,135,843

 

 

 

39,702,592

 

 

 

43,142,029

 

Total borrowed funds

 

 

3,309,928

 

 

 

3,458,055

 

 

 

2,995,007

 

Loans represent the Company’s largest source of interest income. In addition to growing the commercial loan portfolio, management believes its middle market commercial business and its consumer business, including home equity and credit card loan products, are the market niches that represent its best opportunity to cross-sell fee-related services and generate additional noninterest income for the Company.
Actual loan balances totaled $37.7 billion as of September 30, 2025, and increased $12.1 billion, or 47.0%, compared to December 31, 2024, and increased $12.7 billion, or 50.9%, compared to September 30, 2024. Compared to December 31, 2024, commercial real estate loans increased $6.5 billion, or 63.7%, commercial and industrial loans increased $4.2 billion, or 38.2%, and consumer real estate loans increased $1.2 billion, or 36.3%. Compared to September 30, 2024, commercial real estate loans increased $6.8 billion, or 69.5%, commercial and industrial loans increased $4.4 billion, or 41.1%, and consumer real estate loans increased $1.2 billion, or 39.6%. A significant driver in the increases in loans was the acquisition of HTLF and its loan portfolio with an acquired fair value of $9.7 billion at January 31, 2025. The remaining increase in loans compared to September 30, 2024 is related to loans originated through the legacy UMB channels. See further information in Note 4, “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements.
As of September 30, 2025 and December 31, 2024, commercial real estate loans comprised approximately 44.0% and 39.5%, respectively, of the Company's loan portfolio. Commercial real estate loans generally involve a greater degree of credit risk than consumer real estate loans because they typically have larger balances and are more affected by adverse conditions in the economy. Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulations. In recent years, commercial real estate markets have been particularly impacted by the economic disruption resulting from the COVID-19 pandemic. The COVID-19 pandemic has also been a catalyst for the evolution of various remote work

 
83

 

options, which could impact the long-term performance of some types of office properties within our commercial real estate portfolio. Due to these risks, the Company is actively monitoring its exposure to commercial real estate.
Generally, these loans are made for investment and real estate development or working capital and business expansion purposes and are primarily secured by real estate with a maximum loan-to-value of 80%. Most of these properties are non-owner occupied and have guarantees as additional security. The Company’s investment CRE portfolio (which includes non-owner occupied and construction loans) totaled 28.9% and 28.5% of total Company loans as of September 30, 2025 and December 31, 2024, respectively. The average investment CRE loan was approximately $3.4 million and $7.2 million, as of September 30, 2025 and December 31, 2024, respectively.
The properties securing the commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce exposure to adverse economic events that affect any single market or industry. Notwithstanding, commercial real estate loans, in general, may be more adversely impacted by conditions in the real estate market or the economy.
The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by industry. The table separately discloses the top five industries as a percentage of the Company’s loan portfolio as of either period presented, while the remainder are included in “Other.”
Table 10
 

 

 

Investment CRE loans by industry as a percentage of total Company Loans

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Industrial

 

 

8.8

%

 

 

8.8

%

Multifamily

 

 

7.0

 

 

 

7.4

 

Office building

 

 

3.8

 

 

 

3.9

 

Hotel

 

 

2.1

 

 

 

1.9

 

Retail

 

 

2.5

 

 

 

1.9

 

Other

 

 

4.7

 

 

 

4.6

 

Total Investment CRE

 

 

28.9

%

 

 

28.5

%

The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by state. The table separately discloses all states that represent at least 5.0% of the Company’s investment CRE portfolio as of either period presented, while the remainder are included in “All Others.”
Table 11
 

 

 

Investment CRE loans by State

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Arizona

 

 

12.3

%

 

 

11.6

%

Colorado

 

 

11.6

 

 

 

9.1

 

Texas

 

 

11.4

 

 

 

11.4

 

Missouri

 

 

11.1

 

 

 

14.6

 

Utah

 

 

5.9

 

 

 

8.1

 

California

 

 

5.3

 

 

 

3.0

 

Florida

 

 

4.4

 

 

 

5.8

 

All others

 

 

38.0

 

 

 

36.4

 

Total Investment CRE

 

 

100.0

%

 

 

100.0

%

Nonaccrual, past due and restructured loans are discussed under “Credit Risk Management” within “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report.

 
84

 

Investment Securities
The Company’s investment portfolio contains trading, AFS, and HTM securities, as well as FRB stock, FHLB stock, and other miscellaneous investments. Investment securities totaled $19.8 billion as of September 30, 2025, and $13.7 billion as of December 31, 2024, and comprised 29.9% and 28.5% of the Company’s earning assets, respectively, as of those dates. A significant driver in the increase in the Company's investment portfolio was the acquisition of HTLF and its bond portfolio, which added total securities with an acquired fair value of $3.7 billion at January 31, 2025.
The Company’s AFS securities portfolio comprised 67.6% of the Company’s total securities portfolio at September 30, 2025 and 56.9% at December 31, 2024. The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities. This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources. The average life of the AFS securities portfolio was 78.3 months at September 30, 2025, compared to 56.0 months at December 31, 2024, and 55.4 months at September 30, 2024. In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity. The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk, and credit risk.
Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities. There were $11.6 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 September 30, 2025 and December 31, 2024, respectively.
The Company’s HTM securities portfolio consists of U.S. agency-backed securities, mortgage-backed securities, general obligation bonds, and private placement bonds. The HTM portfolio, net of the ACL, totaled $5.7 billion and $5.4 billion at September 30, 2025 and December 31, 2024, respectively. The average life of the HTM portfolio was 8.6 years at September 30, 2025, compared to 9.1 years at December 31, 2024, and 8.7 years at September 30, 2024.
The securities portfolio generates the Company’s second largest component of interest income. The securities portfolio achieved an average yield on a tax-equivalent basis of 3.66% for the nine-month period ended September 30, 2025, compared to 2.93% for the same period in 2024.
At September 30, 2025, the unrealized pre-tax net loss on the AFS securities portfolio was $368.9 million, or 2.7% of the $13.7 billion amortized cost value, an improvement of $264.5 million as compared to December 31, 2024. At September 30, 2025, the unrealized pre-tax net loss on the securities designated as HTM was $534.5 million, or 9.5% of the amortized cost value, compared to $630.0 million at December 31, 2024. During 2022, the Company transferred securities with an amortized cost balance of $4.1 billion and a fair value of $3.8 billion from the AFS category to the HTM category. The transfer of securities was made at fair value at the time of transfer. The remaining balance of unrealized pre-tax losses related to transferred securities was $147.0 million as of September 30, 2025, and $171.3 million as of December 31, 2024, and was included in the amortized cost balance of HTM securities. See further information in Note 5, “Securities” in the Notes to Consolidated Financial Statements.
Deposits and Borrowed Funds
Deposits increased $17.0 billion, or 39.4%, from December 31, 2024 to September 30, 2025 and increased $20.4 billion, or 51.5%, from September 30, 2024 to September 30, 2025. Total interest-bearing balances increased $14.4 billion and noninterest-bearing deposits increased $2.6 billion from December 31, 2024 to September 30, 2025. Total interest-bearing deposits increased $17.1 billion and noninterest-bearing deposits increased $3.3 billion from September 30, 2024 to September 30, 2025. Noninterest-bearing deposits were 26.9%, 31.6%, and 32.3.% of total deposits at September 30, 2025, December 31, 2024, and September 30, 2024, respectively. A significant driver in the increases in the Company’s deposits was the acquisition of HTLF, which added total deposits with an acquired fair value of $14.3 billion at January 31, 2025.
Deposits represent the Company’s primary funding source for its asset base. In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its trust and investment company servicing businesses, in order to attract and retain additional

 
85

 

deposits. Management believes a strong core deposit composition is one of the Company’s key strengths given its competitive product mix.
As of September 30, 2025, there were an estimated $40.0 billion of uninsured deposits, an increase of $9.0 billion as compared to December 31, 2024, and an increase of $11.4 billion as compared to September 30, 2024. Estimated uninsured deposits comprised approximately 66.5%, 72.0%, and 72.2% of total deposits as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively. A portion of these uninsured deposits represent affiliate deposits and collateralized deposits. Affiliate deposits represent deposit accounts owned by the wholly owned subsidiaries of UMB Financial Corporation that are on deposit at UMB Bank, n.a. Collateralized deposits are public fund deposits or corporate trust deposits that are collateralized by high quality securities within the investment portfolio. Excluding affiliate deposits of $3.0 billion and collateralized deposits of $5.3 billion, the adjusted estimated uninsured deposits were $31.7 billion as of September 30, 2025. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 52.7% as of September 30, 2025. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 52.6% as of December 31, 2024, and 52.2% as of September 30, 2024.
The Company participates in the IntraFi Cash Service program, which allows its customers to place deposits into the program to receive reciprocal FDIC insurance coverage. The Company had $3.4 billion, $1.3 billion, and $1.2 billion of deposits in the program as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively. The increase in deposits in IntraFi Cash Service program during 2025 was driven by the acquisition of HTLF, which had $2.0 billion in the program as of January 31, 2025.
Long-term debt totaled $471.3 million as of September 30, 2025, compared to $385.3 million as of December 31, 2024, and $384.8 million as of September 30, 2024. The increase in long-term debt in 2025 was driven by the acquisition of HTLF, which added total long-term debt with an acquired value of $278.0 million at January 31, 2025, partially offset by the repayment of the Company’s 2020 subordinated notes during the third quarter of 2025.
In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032. The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.
In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030. The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs. 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.
As part of the acquisition of HTLF, the Company acquired $150.0 million in aggregate subordinated notes due in 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 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. These long-term debt obligations have an aggregate contractual balance of $262.9 million and a carrying value of $218.9 million as of September 30, 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. Interest rates on trust preferred securities are tied to the three-month term SOFR rate with spreads ranging from 133 basis points to 365 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from September 2032 to September 2037.

 
86

 

Short-term debt totaled $1.1 billion as of September 30, 2024 and consisted of a short-term borrowing with the FHLB of Des Moines for $250.0 million and an $800.0 million borrowing with the BTFP. These borrowings were repaid during the fourth quarter of 2024.
Federal funds purchased and securities sold under agreements to repurchase totaled $2.8 billion as of September 30, 2025, $2.6 billion at December 31, 2024, and $2.0 billion at September 30, 2024. Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company under an agreement to repurchase the same or similar issues at an agreed-upon price and date.
Capital and Liquidity
The Company places a significant emphasis on the maintenance of a strong capital position, which promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities. The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.
 
Total shareholders’ equity was $7.4 billion at September 30, 2025, a $4.0 billion increase as compared to December 31, 2024, and a $3.9 billion increase compared to September 30, 2024, driven by the acquisition of HTLF. Total common shareholders’ equity was $7.2 billion as of September 30, 2025. Total accumulated other comprehensive loss was $324.8 million at September 30, 2025. This is an improvement of $248.2 million as compared to December 31, 2024, and an improvement of $71.0 million as compared to September 30, 2024. During the second quarter of 2025, the Company issued 12.0 million depositary shares, each representing a 1/400 th interest in a share of the Company’s 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. During the third quarter of 2025, the Company completed the previously announced redemption of all of its 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A at the redemption price of $10,000 per share.
The Company’s Board of Directors authorized, at its April 29, 2025 and April 30, 2024 meetings, the repurchase of up to one million shares of the Company’s common stock during the twelve months following each meeting (each a Repurchase Authorization). On July 25, 2023, the Company's Board of Directors approved the repurchase of up to one million shares of the Company's common stock, which terminated on April 30, 2024. During the nine-month periods ended September 30, 2025 and September 30, 2024, the Company did not repurchase shares of common stock pursuant to any of its announced Repurchase Authorizations, but did acquire shares pursuant to the Company's share-based incentive programs.
At the Company’s quarterly board meeting, the Board of Directors declared a $0.43 per common share quarterly cash dividend payable on January 2, 2026, to common shareholders of record at the close of business on December 10, 2025. Additionally, the Board of Directors declared a dividend of $193.75 per share of the Company’s Series B Preferred Stock, which results in a dividend of $0.484375 per depositary share. The Series B Preferred Stock dividend is payable on January 15, 2026 to stockholders of record of the Series B Preferred Stock as of the close of business on December 31, 2025.
The Company is a member bank of the FHLB 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 both September 30, 2025 and December 31, 2024, the Company owned $10.2 million of FHLB stock. As of September 30, 2025, the Company had six letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $203.3 million and have various maturity dates through December 10, 2025. The Company’s remaining borrowing capacity with the FHLB was $1.8 billion as of September 30, 2025. The Company had no outstanding FHLB advances at the FHLB of Des Moines as of September 30, 2025.
Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets. The Company has implemented the Basel III regulatory capital rules adopted by the FRB. Basel III capital rules include a minimum ratio of common equity tier 1 capital to

 
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risk-weighted assets of 4.5% and a minimum tier 1 risk-based capital ratio of 6%. A financial institution’s total capital is also required to equal at least 8% of risk-weighted assets.
The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. The Company is also required to maintain a leverage ratio equal to or greater than 4%. The leverage ratio is calculated as the ratio of tier 1 core capital to total average assets, less goodwill and intangibles.
 
U.S. banking agencies in December 2018 approved a final rule to address the impact of CECL on regulatory capital by allowing banking organizations the option to phase in the day-one impact of CECL until the first quarter of 2023. In March 2020, the U.S. banking agencies issued an interim final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. The Company elected this alternative option instead of the one described in the December 2018 rule. As of September 30, 2025, the impact of CECL was fully phased into the Company's regulatory capital.
 
The Company's capital position as of September 30, 2025 is summarized in the table below and exceeded regulatory requirements.
Table 12
 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

RATIOS

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Common equity tier 1 capital ratio

 

 

10.70

%

 

 

11.22

%

 

 

10.70

%

 

 

11.22

%

Tier 1 risk-based capital ratio

 

 

11.30

 

 

 

11.22

 

 

 

11.30

 

 

 

11.22

 

Total risk-based capital ratio

 

 

13.11

 

 

 

13.14

 

 

 

13.11

 

 

 

13.14

 

Leverage ratio

 

 

8.33

 

 

 

8.58

 

 

 

8.33

 

 

 

8.58

 

Return on average assets

 

 

1.04

 

 

 

1.01

 

 

 

0.98

 

 

 

1.01

 

Return on average common equity

 

 

10.14

 

 

 

12.63

 

 

 

9.84

 

 

 

13.13

 

Average common equity to assets

 

 

10.30

 

 

 

7.99

 

 

 

9.90

 

 

 

7.67

 

 
The Company's per common share data is summarized in the table below.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30,

 

 

September 30,

 

Per Share Data

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Earnings per common share – basic

 

$

2.38

 

 

$

2.25

 

 

$

6.57

 

 

$

6.59

 

Earnings per common share – diluted

 

 

2.36

 

 

 

2.23

 

 

 

6.53

 

 

 

6.56

 

Cash dividends per common share

 

 

0.40

 

 

 

0.39

 

 

 

1.20

 

 

 

1.17

 

Dividend payout ratio

 

 

16.8

%

 

 

17.3

%

 

 

18.3

%

 

 

17.8

%

Book value per common share

 

$

94.29

 

 

$

72.45

 

 

$

94.29

 

 

$

72.45

 

 
Off-balance Sheet Arrangements
The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates. See Note 10, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for detailed information on these arrangements. The level of the outstanding commitments could be impacted by volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints. These changing conditions could have impacts on the consolidated balance sheets of the Company for the remainder of the year.

 
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Critical Accounting Policies and Estimates
The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for credit losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies, and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Under different assumptions or conditions, actual results may differ from the recorded estimates.
A summary of critical accounting policies is listed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Form 10-K. Additionally, the Company has identified the fair value of loans acquired in, and the core deposit intangibles associated with, the acquisition of HTLF as critical accounting estimates. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows, market conditions at the time of the acquisition and other future events that are highly subjective in nature and may require adjustments. See Note 2, “Summary of Significant Accounting Policies” and Note 13, “Acquisition” for additional information.
 
ITEM 3. QUANTITATIVE AND QUALITATI VE DISCLOSURES ABOUT MARKET RISK
Risk Management
Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.
The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The following discussion of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.
Interest Rate Risk
In the banking industry, a major risk exposure is changing interest rates. To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board. The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure. The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis. The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time. On a limited basis, the Company uses hedges such as swaps, rate floors, floor spreads, and futures contracts to manage interest rate risk on certain loans, securities, and trust preferred securities. See further information in Note 11 “Derivatives and Hedging Activities” in the Notes to the Consolidated Financial Statements.
Overall, the Company manages interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk, and credit risk.

 
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Net Interest Income Modeling
The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin. This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment. Through these simulations, management estimates the impact on net interest income of a 200-basis-point upward or a 300-basis-point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two year period. In ramp scenarios, rates change gradually for a one-year period and remain constant in year two. In shock scenarios, rates change immediately and the change is sustained for the remainder of the two-year scenario horizon. Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies. Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes. The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.
Table 13 shows the net interest income increase or decrease over the next two years as of September 30, 2025 and 2024 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.
Table 13
MARKET RISK (unaudited)

 

 

Hypothetical change in interest rate – Rate Ramp

 

 

 

Year One

 

 

Year Two

 

 

 

September 30, 2025

 

 

September 30, 2024

 

 

September 30, 2025

 

 

September 30, 2024

 

Change in basis points

 

Percentage
change

 

 

Percentage
change

 

 

Percentage
change

 

 

Percentage
change

 

200

 

 

(1.0

)%

 

 

(3.3

)%

 

 

5.2

%

 

 

1.9

%

100

 

 

(0.8

)

 

 

(1.7

)

 

 

2.0

 

 

 

0.8

 

Static

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

(100)

 

 

1.1

 

 

 

3.3

 

 

 

(1.7

)

 

 

1.4

 

(200)

 

 

2.4

 

 

 

6.6

 

 

 

(3.4

)

 

 

2.6

 

(300)

 

 

3.8

 

 

 

9.9

 

 

 

(5.4

)

 

 

2.5

 

 

 

Hypothetical change in interest rate – Rate Shock

 

 

 

Year One

 

 

Year Two

 

 

 

September 30, 2025

 

 

September 30, 2024

 

 

September 30, 2025

 

 

September 30, 2024

 

Change in basis points

 

Percentage
change

 

 

Percentage
change

 

 

Percentage
change

 

 

Percentage
change

 

200

 

 

1.6

%

 

 

(2.0

)%

 

 

6.4

%

 

 

3.7

%

100

 

 

0.1

 

 

 

(1.1

)

 

 

2.6

 

 

 

1.7

 

Static

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

(100)

 

 

0.2

 

 

 

3.2

 

 

 

(2.6

)

 

 

0.2

 

(200)

 

 

0.6

 

 

 

6.3

 

 

 

(5.5

)

 

 

(0.0

)

(300)

 

 

0.9

 

 

 

8.4

 

 

 

(8.9

)

 

 

(2.2

)

The Company is positioned relatively neutral to changes in interest rates in the next year. In year one, net interest income is predicted to increase in upward rate shock scenarios and decrease in upward rate ramp scenarios. In down rate scenarios net interest income is predicted to increase in all scenarios. In year two, net interest income is predicted to increase in rising rate scenarios and decrease in falling rate scenarios. The Company’s ability to price deposits consistent with its historical approach is a key assumption in these scenarios.

 
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Trading Account
The Company carries securities in a trading account that is maintained according to Board-approved policy and procedures. The policy limits the amount and type of securities that can be carried in the trading account, requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters. The risk associated with the carrying of trading securities is offset by utilizing financial instruments including exchange-traded financial futures as well as short sales of U.S. Treasury and Corporate securities. The trading securities and related hedging instruments are marked-to-market daily. The trading account had a balance of $35.8 million as of September 30, 2025, $28.5 million as of December 31, 2024, and $35.8 million as of September 30, 2024. Securities sold not yet purchased (i.e., short positions) totaled $13.0 million at September 30, 2025, $7.1 million as of December 31, 2024, and $11.3 million at September 30, 2024 and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.
The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The discussion in Table 13 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.
Other Market Risk
The Company has minimal foreign currency risk as a result of foreign exchange contracts. See Note 10 “Commitments, Contingencies and Guarantees” in the notes to the Consolidated Financial Statements.
Credit Risk Management
Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms. The Company utilizes a centralized credit administration function, which provides information on the Bank’s risk levels, delinquencies, an internal ranking system and overall credit exposure. Loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards. In addition, the Company has an internal loan review staff that operates independently of the Bank. This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration. The respective regulatory authorities governing the Bank also review loan portfolios.
A primary indicator of credit quality and risk management is the level of nonperforming loans. Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual. The Company’s nonperforming loans increased $112.7 million to $132.0 million at September 30, 2025, compared to September 30, 2024, and increased $112.7 million, compared to December 31, 2024. The increase in both periods is attributable to additional non-performing loans related to the acquisition of HTLF.
The Company had $4.6 million, $1.6 million, and $1.9 million of other real estate owned as of September 30, 2025, December 31, 2024, and September 30, 2024, respectively. Other repossessed assets totaled $26.8 million as of both September 30, 2025, and December 31, 2024. Loans past due more than 90 days and still accruing interest totaled $6.1 million as of September 30, 2025, compared to $7.1 million at September 30, 2024 and $7.6 million as of December 31, 2024.
A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted. The accrual of interest is discontinued and recorded thereafter only when received in cash.
Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. The Company had $177 thousand of restructured loans at September 30, 2025, $200 thousand at September 30, 2024, and $196 thousand at December 31, 2024.

 
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Table 14
LOAN QUALITY (unaudited, dollars in thousands)

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

 

2024

 

Nonaccrual loans

 

$

131,934

 

 

$

19,248

 

 

$

19,241

 

Restructured loans on nonaccrual

 

 

31

 

 

 

43

 

 

 

41

 

Total nonperforming loans

 

 

131,965

 

 

 

19,291

 

 

 

19,282

 

Other real estate owned

 

 

4,649

 

 

 

1,851

 

 

 

1,612

 

Other repossessed assets

 

 

26,779

 

 

 

—

 

 

 

26,779

 

Total nonperforming assets

 

$

163,393

 

 

$

21,142

 

 

$

47,673

 

Loans past due 90 days or more

 

$

6,131

 

 

$

7,133

 

 

$

7,602

 

Restructured loans accruing

 

 

146

 

 

 

157

 

 

 

155

 

Allowance for credit losses on loans

 

 

404,971

 

 

 

248,907

 

 

 

259,089

 

Ratios:

 

 

 

 

 

 

 

 

 

Nonperforming loans as a percent of loans

 

 

0.35

%

 

 

0.08

%

 

 

0.08

%

Nonperforming assets as a percent of loans plus other real estate owned

 

 

0.43

 

 

 

0.08

 

 

 

0.19

 

Nonperforming assets as a percent of total assets

 

 

0.23

 

 

 

0.04

 

 

 

0.09

 

Loans past due 90 days or more as a percent of loans

 

 

0.02

 

 

 

0.03

 

 

 

0.03

 

Allowance for credit losses on loans as a percent of loans

 

 

1.07

 

 

 

1.00

 

 

 

1.01

 

Allowance for credit losses on loans as a multiple of nonperforming loans

 

3.07x

 

 

12.90x

 

 

13.44x

 

Liquidity Risk
Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds. The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds. Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position. The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $13.4 billion of high-quality securities available for sale as of September 30, 2025. The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits. Additionally, management believes it can raise debt or equity capital in the future, should the need arise.
Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements. All customer repurchase agreements require collateral in the form of a security. The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations. These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed of due to the pledging restriction. There were $11.6 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 September 30, 2025 and December 31, 2024, respectively.
The Company also has other commercial commitments that may impact liquidity. These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The total amount of these commercial commitments at September 30, 2025 was $24.2 billion. Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.
The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases. Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future. The Bank is subject to various rules regarding payment of dividends to the Company. For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval. The

 
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Company also uses cash to inject capital into its bank and non-bank subsidiaries to maintain adequate capital as well as fund strategic initiatives.
In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032. The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.
In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030. The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025. 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.
As part of the acquisition of HTLF, the Company acquired $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 Company is a member bank of the FHLB. The Company owns $10.2 million of 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 September 30, 2025 the Company has six letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $203.3 million and have various maturity dates through December 10, 2025. The Company’s remaining borrowing capacity with the FHLB was $1.8 billion as of September 30, 2025. The Company had no outstanding FHLB advances at the FHLB of Des Moines as of September 30, 2025.
In addition to borrowing capacity with the FHLB as described above, the Company had additional liquidity of $36.5 billion available via cash, unpledged bond collateral, the federal funds market, the Federal Reserve Discount Window, and the IntraFi Cash Service program as of September 30, 2025.
Operational Risk
Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties. This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service. This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards. The Company must comply with a number of legal and regulatory requirements.
The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions. In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation. In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.
The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations. These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics, and business practices are followed on a uniform basis. In certain

 
93

 

cases, the Company has experienced losses from operational risk. Such losses have included the effects of operational errors that the Company has discovered and included as expense in the statement of income. While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems, and corporate-wide processes and procedures.
ITEM 4. CONTROLS AND PROCEDURES
The Sarbanes-Oxley Act of 2002, as amended, requires the Chief Executive Officer and the Chief Financial Officer to make certain certifications under this Form 10-Q with respect to the Company’s disclosure controls and procedures and internal control over financial reporting. The Company has a Code of Ethics that expresses the values that drive employee behavior and maintains the Company’s commitment to the highest standards of ethics.
Disclosure Controls and Procedures
The Company’s management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Form 10-Q. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, the Company’s disclosure controls and procedures were effective for ensuring that the Company’s SEC filings are recorded, processed, summarized, and reported within the time period required and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Internal Control Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting .

 
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PART II – OTHE R INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings. In the opinion of management, after consultation with legal counsel, none of these lawsuits are expected to have a materially adverse effect on the financial position, results of operations, or cash flows of the Company.
ITEM 1A. RI SK FACTORS
There were no material changes to the risk factors as previously disclosed in response to Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, or in response to Item 1A to Part II of the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025.
ITEM 2. UNREGISTERED SALES OF EQU ITY SECURITIES AND USE OF PROCEEDS
The table below sets forth the information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of our common stock during the three-month period ended September 30, 2025.
ISSUER PURCHASE OF EQUITY SECURITIES

Period

 

Total Number of Shares (or Units) Purchased (1)

 

 

Average Price Paid per Share (or Unit)

 

 

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)

 

 

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs

 

July 1 - July 31, 2025

 

 

6,821

 

 

$

109.00

 

 

 

—

 

 

 

1,000,000

 

August 1 - August 31, 2025

 

 

9,751

 

 

 

108.51

 

 

 

—

 

 

 

1,000,000

 

September 1 - September 30, 2025

 

 

193

 

 

 

121.34

 

 

 

—

 

 

 

1,000,000

 

Total

 

 

16,765

 

 

$

108.86

 

 

 

—

 

 

 

 

(1) Includes shares acquired pursuant to the Company's share-based incentive programs. Under the terms of the Company's share-based incentive programs, the Company accepts previously owned shares of common stock surrendered to satisfy tax withholding obligations associated with equity compensation. These purchases do not count against the maximum value of shares remaining available for purchase under Repurchase Authorizations.
(2) Includes shares acquired under the Board of Directors approved Repurchase Authorization(s).
On April 29, 2025, the Company announced a plan to repurchase up to one million shares of common stock, which will terminate on April 28, 2026. The Company has not made any repurchases other than through the Repurchase Authorizations, but did acquire share pursuant to the Company's share-based incentive programs. The Company is not currently engaging in repurchases. In the future, it may determine to resume repurchases. 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 shares of common stock.
ITEM 5. OTHER INFORMATION
On September 5, 2025 , three foundations and trusts that are related interests of Chairman and Chief Executive Officer J. Mariner Kemper adopted a single, pre-arranged stock sale plan in accordance with Rule 10b5-1(c) (Rule 10b5-1) under the Exchange Act for the sale of shares of the Company’s common stock (the 2026 Plan). The 2026 Plan was entered into during an open trading window in accordance with the Company’s requirements regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense conditions of Rule 10b5-1.

 
95

 

The 2026 Plan provides for the monthly sale of an initial number of shares of the Company’s common stock once the market price of the Company’s common stock meets or exceeds certain minimum threshold prices as specified in the 2026 Plan. Should the market price of the Company’s shares meet or exceed secondary and tertiary pricing thresholds as specified in the 2026 Plan, up to one and a half and double the initial number of shares in the aggregate may be sold in that month, respectively. Sales under the 2026 Plan may occur beginning in January of 2026 (after conclusion of the applicable cooling off period following adoption of the 2026 Plan) and end no later than December 31, 2026 . The aggregate number of shares of common stock of the Company that will be available for sale under the 2026 Plan will vary depending on the market price achieved but will not exceed a maximum of 105,024 shares in aggregate.

 
96

 

ITEM 6. EXHIBITS
 

 

 

 

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

 

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).

 

 

 

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.

 

 

 

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 Document filed herewith.

 

 

 

104

 

The cover page of our Form 10-Q for the quarter ended September 30, 2025, formatted in iXBRL.

 

 
97

 

SIGNAT URES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

UMB FINANCIAL CORPORATION

 

/s/ David C. Odgers

David C. Odgers

Chief Accounting Officer

 

Date: October 30, 2025

 

 
98