UMB FINANCIAL CORP
For the period ended Dec 31, 2024. Filed Feb 27, 2025.
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FY2024 · Filed Feb 27, 2025
UMBF$135.86-0.6%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL 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, 2024 and 2023
Consolidated Statements of Income for the Three Years Ended December 31, 2024
Consolidated Statements of Comprehensive Income for the Three Years Ended December 31, 2024
Consolidated Statements of Changes in Shareholders' Equity for the Three Years Ended December 31, 2024
Consolidated Statements of Cash Flows for the Three Years Ended December 31, 2024
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 January 31, 2025 (incorporated by reference to Exhibit 3.2 of the Company's Current Report on Form 8-K dated January 31, 2025 and filed with the Commission on February 3, 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 (incorporated by reference to Exhibit 4.3 to the Company’s Form 10-K for December 31, 2019 and filed with the Commission on February 27, 2020). |
| 4.4 | Indenture, dated as of September 17, 2020, by and between UMB Financial Corporation and Wells Fargo, National Association (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 17, 2020 and filed with the Commission on September 22, 2020). |
| 4.5 | Supplemental Indenture, dated as of September 17, 2020, by and between UMB Financial Corporation and Wells Fargo, National Association, as Trustee, with respect to the 3.700% Fixed-to-Fixed Rate |
| Subordinated Notes due 2030 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 17, 2020 and filed with the Commission on September 22, 2020). | |
| 4.6 | Form of 3.700% Fixed-to-Fixed Rate Subordinated Notes due 2030 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K dated September 17, 2020 and filed with the Commission on September 22, 2020). |
| 4.7 | 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). |
| 4.8 | 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). |
| 4.9 | Form of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (incorporated by reference to the Registration Statement on Form 8-A dated January 28, 2025 and filed with the Commission on January 28, 2025). |
| 4.10 | Form of 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 4.3 of 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). |
| 4.11 | Form of Depositary Receipt representing Depositary Shares (included in Exhibit 4.10 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 24, 2018 Annual Meeting filed with the Commission on March 13, 2018). |
| 10.8 | Performance Share Unit Award Agreement with Shannon A. Johnson (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated July 25, 2022 and filed with the Commission on July 29, 2022). |
| 10.9 | Forward Sale Agreement, dated as of April 28, 2024, between UMB Financial Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K dated April 29, 2024 and filed with the Commission on April 29, 2024). |
| 10.10 | Additional Forward Sale Agreement, dated as of April 30, 2024, between UMB Financial Corporation and Bank of America, N.A. (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K dated May 1, 2024 and filed with the Commission on May 1, 2024). |
| 19.1 | Insider Trading Policy filed herewith. |
| 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. |
| 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. |
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.
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