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): ~~01/27/~~February 9, 2026

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38481


Missouri		43-0903811
(State or other jurisdiction of		(IRS Employer
incorporation)		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:


☐	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 13c-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	Trading Symbol(s)	Name of each 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 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B	UMBFO	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 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~January~~February 279, 2026, ~~UMB~~the ~~Financial~~Compensation ~~Corporation~~Committee (the “~~Company~~Committee”) ~~issued~~of athe ~~press~~Board ~~release~~of ~~announcing~~Directors ~~the~~of ~~financial~~UMB ~~results~~Financial ~~for~~Corporation (the “Company”) ~~for~~approved the ~~quarter~~entry ~~and~~by ~~period~~the ~~ended~~Company ~~December~~into ~~31,~~a ~~2025. A~~Change ~~copy~~in ofControl ~~the~~Agreement ~~press~~(each, ~~release~~a is“CIC ~~attached~~Agreement”) aswith ~~Exhibit~~each ~~99.1~~of ~~and~~ the ~~information~~Company’s isnamed ~~hereby~~executive ~~incorporated~~officers, bywhich ~~reference~~provides ~~herein.~~for ~~The~~severance ~~Company~~protections ~~does~~in ~~not~~the ~~incorporate~~event byof ~~reference~~a ~~information~~qualifying ~~presented~~termination atof ~~any~~employment ~~website~~in ~~referenced~~connection with a change in ~~the~~control ~~press~~of ~~release~~the Company.

~~The~~Each ~~Company~~CIC isAgreement ~~furnishing~~has aan ~~copy~~initial ofterm ~~materials~~continuing ~~that~~through ~~will~~December be31, ~~used~~2026 inwhich automatically renews for successive one-year periods unless the Company's ~~shareholder~~provides ~~conference~~notice ~~call~~of non-renewal at 8:least 30 ~~a.m.~~days ~~(CT)~~before onthe ~~January~~end ~~28,~~of ~~2026. A~~the ~~copy~~then-current ofterm; provided that the ~~materials~~Company ismay ~~attached~~not asprovide ~~Exhibit~~notice ~~99.2~~of ~~and~~non-renewal ~~will~~after besuch ~~available~~time onas the Company's ~~website~~enters atinto ~~www.umb.com. The~~a ~~materials~~written ~~are~~agreement, ~~dated~~the ~~January~~consummation ~~27,~~of ~~2026~~which would result in a change in control, ~~and~~or the Company ~~disclaims~~or ~~any~~another ~~obligation~~party topublicly ~~correct~~announces orits ~~update~~intent ~~any~~to ofconsummate ~~the~~a ~~materials~~change in ~~the~~control ~~future~~transaction.

~~The~~Under ~~information~~the ~~contained~~CIC inAgreements, ~~Item~~if, ~~2.02~~an ofexecutive’s ~~this~~employment ~~Current~~is ~~Report~~terminated onby ~~Form~~the 8Company without “cause” or by the Executive for “good reason” (each as defined in the CIC Agreement) during the period ending twenty-K,four ~~including~~months ~~Exhibits~~following ~~99.1~~a change in control (and, ~~99.2~~in ~~hereto~~the case of a termination without cause, isincluding ~~being~~the ~~furnished~~period ~~and~~six ~~shall~~months ~~not~~prior to the change in control), the executive will be ~~deemed~~eligible to bereceive ~~“filed”~~the ~~with~~following severance payments and benefits, subject to the ~~Securities~~executive’s execution and ~~Exchange~~non-revocation ~~Commission~~of a release of claims: (~~“SEC”~~i) a lump-sum cash severance payment equal to a specified multiple (3X for the ~~purposes~~chief executive officer of ~~Section~~the 18Company ofand the ~~Securities~~chief ~~Exchange~~executive ~~Act~~officer of ~~1934~~UMB Bank, asn.a., ~~amended~~and (2X for the ~~“Exchange~~other ~~Act”~~named executive officers) orof ~~otherwise~~the ~~subject~~sum toof the ~~liabilities~~executive’s (i) annual base salary and (ii) the greater of ~~that~~(x) ~~section~~the average annual cash bonus paid for the three fiscal years preceding the termination date and is(y) ~~not~~the ~~incorporated~~target byannual ~~reference~~bonus ~~into~~for ~~any~~the ~~filing~~year of ~~the~~termination; ~~Company~~(ii) ~~under~~a lump sum pro-rated target annual bonus for the ~~Securities~~performance ~~Act~~period in effect at the time of ~~1933~~termination, asbased ~~amended~~on the number of months worked during the performance period through the termination date; (iii) a lump-sum cash payment representing 18 months of premiums for coverage under the ~~“Securities~~Company’s ~~Act”~~group health plans; (iv), orupon the ~~Exchange~~executive’s ~~Act~~request, ~~whether~~outplacement ~~made~~career ~~before~~transition orservices ~~after~~in an amount not to exceed twenty-five percent (25%) of the ~~date~~executive’s ~~hereof,~~individual ~~except~~base aspay; ~~shall~~and be(v) ~~expressly~~full ~~set~~acceleration ~~forth~~of outstanding equity awards that are assumed by ~~specific~~the ~~reference~~acquirer, towith ~~this~~applicable ~~Current~~performance ~~Report~~conditions ondeemed ~~Form~~achieved ~~8-K~~at inthe ~~such~~greater aof ~~filing.~~target or actual performance as of the change in control.

~~Item~~The 8foregoing description of the CIC Agreements do not purport to be complete and are subject to, and qualified in their entirety by, the full text of such agreements, a form of which will be attached as an exhibit to the Company’s Quarterly Report on Form 10-Q filed for the quarter ending March 31, 2026.~~01 Other~~ ~~Events~~

OnItem ~~January 27, 2026, the Company issued a press release announcing the Board of Directors of the Company had declared a quarterly dividend of $0~~9.4301 Financial ~~per~~Statements ~~share~~and ~~that is payable on April 1, 2026 to stockholders of record of the Company's common stock as of the close of business on March 10, 2026~~Exhibits. The Board of Directors of the Company also declared a dividend of $193.75 per share of the Company's Series B 7.750% preferred stock, which results in a dividend of $0.484375 per depositary share. The preferred stock dividend is payable on April 15, 2026, to stockholders of record of the Company's preferred stock as of the close on business on March 31, 2026.

~~Item~~104 ~~9.01 Financial~~The ~~Statements~~cover ~~and~~page ~~Exhibits~~from this Current Report on Form 8-K, formatted in Inline XBRL.

99.1	Press Release announcing financial results for the quarter ended December 31, 2025.
99.2	Investor Presentation Materials, dated January 27, 2026.
99.3	Press Release announcing dividend declaration.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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
By:	/s/ Ram Shankar
	Ram Shankar Chief Financial Officer

Date: ~~January~~February 2710, 2026

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