UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): ~~May 29~~June 12, 2025

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

MO		001-38481		43-0903811
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS ~~EmployerIdentification~~Employer Identification No.)

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~TradingSymbol~~Trading Symbol(s)	Name of each ~~exchangeon~~exchange on which registered
Common Stock, $1.00 Par Value	UMBF	The NASDAQ Global Select Market
Depositary Shares, each representing a 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A	UMBFP	The NASDAQ Global Select Market
Depositary Shares, each representing a 1/400th interest in a share of 7.00% Fixed-Rate Reset Non- Cumulative Perpetual Preferred Stock, Series A	UMBFP	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 83.0103 ~~Other~~Material ~~Events~~Modification to Rights of Security Holders.

On ~~May~~June 2912, 2025, UMB Financial Corporation (the “Company”) ~~priced~~issued anand ~~underwritten~~sold ~~public offering of~~ 12,000,000 depositary shares (~~the~~ “Depositary Shares”), each representing a 1/400th ownership interest in a share of ~~its~~ 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, ~~par value~~ $0.01 ~~per~~par ~~share~~value (the “Series B Preferred Stock”), with a liquidation preference of $25 per Depositary Share (equivalent to $10,000 per share of ~~the~~ Series B Preferred Stock). ~~(equivalent~~The Depositary Shares were issued pursuant to ~~$25~~a ~~per~~Deposit ~~Depositary~~Agreement ~~Share)~~dated June 12, 2025, among the Company, Computershare Trust Company, N.A. and ~~entered~~Computershare ~~into~~Inc., anjointly ~~underwriting~~as ~~agreement~~Depositary, and the holders from time to time of the depositary receipts described therein, to which Deposit Agreement the Form of Depositary Receipt is attached as Exhibit A (the “~~Underwriting~~Deposit Agreement”). The Company filed a Certificate of Designation (the “Certificate of Designation”) with ~~RBC~~the ~~Capital~~Secretary ~~Markets~~of State of the State of Missouri, ~~LLC~~establishing the voting rights, powers, preferences and ~~J.P.~~privileges, ~~Morgan~~and ~~Securities~~the ~~LLC~~relative, asparticipating, ~~representatives~~optional ~~for~~or other rights, and the ~~underwriters~~qualifications, ~~named~~limitations ~~therein~~or ~~(collectively~~restrictions thereof, of the ~~“Underwriters”~~Series B Preferred Stock on June 11, 2025, and made effective on June 12, 2025. Holders of the Depositary Shares will be entitled to all proportional rights and preferences of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights).

~~Pursuant~~Under tothe terms of the ~~Underwriting~~Series ~~Agreement~~B Preferred Stock, the ability of the Company ~~will~~to ~~sell~~declare, pay or set aside any payment for dividend or distribution on any shares of stock ranking junior to the ~~Underwriters~~Series atB ~~the~~Preferred ~~closing~~Stock, ~~which~~or isrepurchase, ~~expected~~redeem toor beotherwise onacquire ~~June~~for 12consideration, ~~2025~~directly or indirectly, anany ~~aggregate~~shares of ~~12,000,000~~stock ~~Depositary~~ranking ~~Shares~~on parity with or junior to the Series B Preferred Stock, is subject to restrictions in the ~~conditions~~event that the Company does not declare and either pay or set ~~forth~~aside ina sum sufficient for payment of dividends on the ~~Underwriting~~Series ~~Agreement~~B Preferred Stock for the immediately preceding dividend period.

The ~~description~~descriptions of the ~~Underwriting~~terms ~~Agreement~~of ~~set~~the ~~forth~~Series ~~above~~B ~~does~~Preferred ~~not~~Stock ~~purport~~and tothe beDepositary ~~complete~~Shares ~~and~~are is qualified in ~~its~~their entirety by reference to the ~~terms~~Certificate ~~and~~of ~~conditions~~Designation ofand the ~~Underwriting~~Deposit Agreement, respectively, which isare ~~filed~~included as ~~Exhibit~~ Exhibits 3.1 and 4.1 ~~hereto,~~to this Current Report on Form 8-K and are incorporated ~~herein~~ by reference herein. AThe ~~copy~~validity ofopinions awith ~~press~~respect ~~release~~to ~~announcing~~ the ~~pricing~~Depositary ofShares and the ~~offering~~Series B isPreferred Stock are filed aswith ~~Exhibit~~this ~~99.1~~Current ~~hereto~~Report ~~and~~on ~~incorporated~~Form 8-K ~~herein~~as byExhibits 5.1 ~~reference~~and 5.2.

~~The~~Item ~~offering of the Depositary Shares and the Series B Preferred Stock has been registered under the Securities Act pursuant to a registration statement on Form S-3 (Registration No~~5. ~~333-286487)~~03 ~~(the~~Amendments ~~“Registration Statement”), and a prospectus supplement, dated May 29, 2025, which will be filed with the SEC pursuant~~ to ~~Rule~~Articles ~~424(b)~~ of ~~the~~Incorporation ~~Securities~~or ~~Act~~Bylaws; noChange ~~later than the second business day following the date it was first used~~ in ~~connection~~Fiscal ~~with the public offering~~Year.

The Certificate of Designation became effective June 12, 2025 after filing with the Secretary of State of the State of Missouri on June 11, 2025 and it amends the Company’s Restated Articles of Incorporation. The terms of the Series B Preferred Stock are more fully described in Item 93.~~01.~~03 ~~Financial~~of ~~Statements~~this Current Report on Form 8-K and ~~Exhibits~~the Certificate of Designation which is included as Exhibit 3.1 to this Current Report on Form 8-K, both of which are incorporated by reference herein.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

ExhibitNo.		Description of Exhibit
Exhibit No.		Description
1.1		Underwriting Agreement, dated as of May 29, 2025, among UMB Financial Corporation, RBC Capital Markets, LLC and J.P. Morgan Securities LLC, as representatives for the underwriters listed in Schedule A thereto.
3.1		Certificate of Designation of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B, par value $0.01 per share, of UMB Financial Corporation, dated June 12, 2025.
99.1		Press release announcing the pricing of the offering of Depositary Shares representing interests in Series B Preferred Stock, dated as of May 29, 2025.
4.1		Deposit Agreement, dated June 12, 2025.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
4.2		Form of Depositary Receipt (included in Exhibit 4.1 hereto).
4.3		Form of Preferred Stock Certificate filed herewith.
5.1		Opinion of Davis Polk & Wardwell LLP.
5.2		Opinion of Sandberg Phoenix & Von Gontard P.C. filed herewith.
23.1		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).
23.2		Consent of Sandberg Phoenix & Von Gontard P.C. (included in Exhibit 5.2).
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This report contains, and our other communications may contain, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “outlook,” “forecast,” “target,” “trend,” “plan,” “goal,” or other words of comparable meaning or future-tense or conditional verbs such as “may,” “will,” “should,” “would,” or “could.” Forward-looking statements convey our expectations, intentions, or forecasts about future events, circumstances, results, or aspirations. All forward-looking statements are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond our control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Our actual future objectives, strategies, plans, prospects, performance, condition, or results may differ materially from those set forth in any forward-looking statement. Some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements are described in our Annual Report on Form 10-K for the year ended December 31, 2024, our subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, or other applicable documents that are filed or furnished with the U.S. Securities and Exchange Commission (SEC). In addition to such factors that have been disclosed previously: macroeconomic and adverse developments and uncertainties related to the collateral effects of the collapse of, and challenges for, domestic and international banks, including the impacts to the U.S. and global economies; sustained levels of high inflation and the potential for an economic recession on the heels of aggressive quantitative tightening by the Federal Reserve; and impacts related to or resulting from instability in the Middle East and Russia’s military action in Ukraine, such as the broader impacts to financial markets and the global macroeconomic and geopolitical environments, may also cause actual results or other future events, circumstances, or aspirations to differ from our forward-looking statements. Any forward-looking statement made by us or on our behalf speaks only as of the date that it was made. We do not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except to the extent required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that we may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K, or other applicable document that is filed or furnished with the SEC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Company has duly caused this ~~report~~Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

UMB FINANCIAL CORPORATION By: /s/ Ram Shankar Name: Ram Shankar Title: Chief Financial Officer


	UMB FINANCIAL CORPORATION

Date: June 12, 2025	By:	/s/ Ram Shankar
		Name: Ram Shankar
		Title: Chief Financial Officer

Date: May 29, 2025

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