UMB FINANCIAL CORP 8-K

What Happened
UMB Financial Corporation announced on Feb. 9, 2026 that its Compensation Committee approved Change‑in‑Control (CIC) Agreements for the company’s named executive officers. The agreements run through Dec. 31, 2026 and automatically renew annually unless timely non‑renewal notice is given. If an executive is terminated without “cause” or resigns for “good reason” around a change in control (including six months before and 24 months after the change in control), the executive is eligible for multi‑year severance payments and other benefits upon signing and not revoking a release of claims.

Key Details

• CEOs: The chief executive officer of UMB Financial and the CEO of UMB Bank, n.a. receive a severance multiple of 3x; other named executive officers receive 2x.
• Severance formula: Lump-sum cash payment equals the multiple times (annual base salary + the greater of (a) average cash bonus for the prior three fiscal years or (b) target bonus for the year of termination).
• Additional payouts: Pro‑rated target annual bonus for the current performance period; lump-sum cash for 18 months of group health plan premiums; outplacement services up to 25% of base pay upon request.
• Equity treatment: Full acceleration of outstanding equity awards that are assumed by an acquirer, with performance conditions deemed achieved at the greater of target or actual performance as of the change in control.
• Administrative: CIC Agreements require execution/non‑revocation of a release and will be filed as an exhibit to UMB’s Form 10‑Q for the quarter ending March 31, 2026.

Why It Matters
These agreements clarify potential severance obligations if UMB undergoes a change in control, creating defined payouts that could result in substantial cash and equity acceleration costs for the company following a transaction. For investors, the CIC Agreements signal the company’s approach to executive retention around M&A events and outline potential post‑transaction compensation expenses that may affect transaction economics and shareholder value.