UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement |
The disclosure regarding the Additional Forward Sale Agreement (as defined below) under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 8.01. | Other Events |
As previously reported in a Current Report on Form 8-K filed on April 29, 2024 with the Securities and Exchange Commission (the “Prior Form 8-K”), on April 28, 2024, UMB Financial Corporation, a Missouri corporation (the “Company”) entered into (i) an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives for the underwriters named therein (collectively, the “Underwriters”), Bank of America, N.A., acting in its capacity as the forward purchaser (the “Forward Purchaser”), and BofA Securities, Inc. as forward seller (the “Forward Seller”), relating to the registered public offering and sale by the Forward Seller of 2,800,000 shares of the Company’s common stock, $1.00 par value (the “Common stock”), and (ii) a forward sale agreement (the “Forward Sale Agreement”) with the Forward Purchaser relating to 2,800,000 shares of Common Stock. Pursuant to the Underwriting Agreement, the Underwriters were also granted a 30-day option to purchase up to an additional 420,000 shares of Common Stock.
On April 30, 2024, the Underwriters exercised in full their option to purchase the additional 420,000 shares of Common Stock pursuant to the Underwriting Agreement and, in connection therewith, the Company entered into an additional forward sale agreement (the “Additional Forward Sale Agreement”) with the Forward Purchaser relating to 420,000 shares of Common Stock, on terms essentially similar to those contained in the Forward Sale Agreement.
The descriptions of the Underwriting Agreement, the Forward Sale Agreement and the Additional Forward Sale Agreement set forth above do not purport to be complete and are qualified in their respective entireties by reference to the terms and conditions of the Underwriting Agreement and the Forward Sale Agreement, which are filed as Exhibits 1.1 and 10.2, respectively, to the Prior Form 8-K, and the Additional Forward Sale Agreement, which is filed as Exhibit 10.1 hereto, and, in each case, incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 10.1 | Additional Forward Sale Agreement, dated as of April 30, 2024, between UMB Financial Corporation and Bank of America, N.A. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
SIGNATURE
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 | |
| Name: Ram Shankar | ||
| Title: Chief Financial Officer | ||
Date: May 1, 2024