conduct forward-looking, company-run stress testing, including publishing a summary of results. The Company continues to run internal stress tests as a component of its comprehensive risk management and capital planning process. In addition, EGRRCPA increased the statutory asset threshold above which the FRB is required to apply enhanced prudential standards from $50 billion to $250 billion subject to certain discretion by the FRB to apply any enhanced prudential standard requirement to any bank holding company with between $100 billion and $250 billion in total consolidated assets that would otherwise be exempt under EGRRCPA. The Company remains exempt from the FRB’s enhanced prudential standards but the Bank is subject to the OCC’s heightened standards, which set expectations for the governance and risk management practices of large depository institutions subject to its supervision with more than $50 billion in assets. The guidelines require such institutions to establish and adhere to a written governance framework in order to manage and control their risk-taking activities and to incorporate their risk appetite statement and concentration risk limits into capital and liquidity stress testing and planning processes. On December 23, 2025, the OCC issued a notice of proposed rulemaking that would increase the threshold at which the heightened standards apply from $50 billion to $700 billion in total assets. If the rule is adopted as proposed, the Bank would no longer be subject to the OCC's heightened standards. See “Regulation and Supervision—Safety and Soundness Guidelines” in Part I, Item 1 of this report for additional information regarding federal guidelines prescribing safety and soundness standards.

Capital-Adequacy Standards

The FRB and the OCC have adopted risk-based capital and leverage regulations that require the capital-to-assets ratios of bank holding companies and national banks to meet specified minimum standards.

The risk-based capital ratios are based on a banking organization’s risk-weighted asset amounts (RWAs), which are generally determined under the standardized approach applicable to the Company and the Bank by (1) assigning on-balance-sheet exposures to broad risk-weight categories according to the counterparty or, if relevant, the guarantor or collateral (with higher risk weights assigned to categories of exposures perceived as representing greater risk) and (2) multiplying off-balance-sheet exposures by specified credit conversion factors to calculate credit equivalent amounts and assigning those credit equivalent amounts to the relevant risk-weight categories. The leverage ratio, in contrast, is based on an institution’s average on-balance-sheet exposures alone.

The capital ratios for the Company and the Bank as of December 31, 2025, are set forth below:


	Minimum Regulatory Capital Ratio			Minimum Ratio Plus Capital Conservation Buffer			Well-Capitalized Minimums		Actual
Common Equity Tier 1 Capital Ratio
UMB Financial Corporation		4.50	%		7.00	%	N/A %			10.96	%
UMB Bank, n.a.		4.50			7.00			6.50		11.34
Tier 1 Risk-Based Capital Ratio
UMB Financial Corporation		6.00			8.50			6.00		11.55
UMB Bank, n.a.		6.00			8.50			8.00		11.34
Total Risk-Based Capital Ratio
UMB Financial Corporation		8.00			10.50			10.00		13.36
UMB Bank, n.a.		8.00			10.50			10.00		12.20
Tier 1 Leverage Ratio
UMB Financial Corporation		4.00		N/A			N/A			8.54
UMB Bank, n.a.		4.00		N/A				5.00		8.29

These capital-to-assets ratios also play a central role in prompt corrective action (PCA), which is an enforcement framework used by the federal banking agencies to constrain the activities of banking organizations based on their levels of regulatory capital. Five categories have been established using thresholds for the total risk-based capital ratio, the tier 1 risk-based capital ratio, the common-equity tier 1 risk-based capital ratio, and the leverage ratio: (1) well capitalized, (2) adequately capitalized, (3) undercapitalized, (4) significantly undercapitalized, and (5) critically undercapitalized. While bank holding companies are not subject to the PCA framework, the FRB is empowered to compel a holding company to take measures—such as the execution of financial or performance guarantees—when PCA is required in connection with one of its depository-institution subsidiaries. Failure to be well-capitalized or to meet minimum capital requirements could result in certain

mandatory and possible additional discretionary actions by regulators that, if undertaken, could have an adverse material effect on the Company’s operations or financial condition. For example, “brokered deposits,” as defined by FDIC regulations, may only be accepted by well capitalized depository institutions without prior regulatory approval or, with a waiver from the FDIC, by adequately capitalized depository institutions. At December 31, 2025, the Bank was categorized as well capitalized under the PCA framework.

Basel III, including revisions to the global Basel III capital framework (commonly known as the Basel III endgame), includes a number of more rigorous provisions applicable only to banking organizations that are larger or more internationally active than the Company and the Bank. These include, for example, a supplementary leverage ratio incorporating off-balance-sheet exposures, a liquidity coverage ratio, and a net stable funding ratio. These standards may be informally applied or considered by the FRB and the OCC in their regulation, supervision, and examination of the Company and the Bank. In July 2023, the federal banking agencies released a proposed rule to implement the Basel III endgame. If enacted as proposed, the proposal would significantly increase capital requirements for banking organizations with $100 billion or more in assets, which could indirectly impact smaller institutions, such as the Company and the Bank. It is uncertain if and when a final rule will be adopted, and if so, whether and to what extent it will differ from the Basel III Finalization Proposal. As a result, the timing and content of any final rule, and the potential effects of any final rule on the Company and the Bank, remain uncertain.

Deposit Insurance and Related Matters

The deposits of the Bank are insured by the FDIC in the standard insurance amount of $250 thousand per depositor for each account ownership category. This insurance is funded through assessments on the Bank and other insured depository institutions. Each institution’s assessment base is determined based on its average consolidated total assets less average tangible equity, and there is a scorecard method for calculating assessments that combines CAMELS (an acronym that refers to the five components of a bank’s condition that are addressed: capital adequacy, asset quality, management, earnings, and liquidity) ratings and specified forward-looking financial measures to determine each institution’s risk to the DIF.

In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the DIF at an annual rate of approximately 13.4 basis points over eight quarterly collection periods, which began in 2024, and currently projects that the eighth quarter of the special assessment will be collected at a reduced rate. The base for the special assessment is equal to an insured depository institution’s estimated uninsured deposits reported as of December 31, 2022, adjusted to exclude the first $5 billion. Under the FDIC's interim final rule on December 16, 2025, upon termination of the FDIC's receivership of Silicon Valley Bank and Signature Bank, the FDIC will either provide an offset to insured depository institutions, if the special assessment amount then-collected exceeds losses, or collect from insured depository institutions a one-time final shortfall special assessment, if losses exceed the special assessment amount then-collected. In addition, the FDIC will provide an offset to regular quarterly deposit insurance assessments for banks subject to the special assessment if, following the final resolution of litigation between the FDIC and SVB Financial Trust, the total amount collected through the special assessment exceeds the loss estimate at that time.

Resolution and Related Matters

If an insured depository institution such as the Bank were to become insolvent or if other specified events were to occur relating to its financial condition or the propriety of its actions, the FDIC may be appointed as conservator or receiver for the institution. In that capacity, the FDIC would have the power to (1) transfer assets and liabilities of the institution to another person or entity without the approval of the institution’s creditors, (2) require that its claims process be followed and to enforce statutory or other limits on damages claimed by the institution’s creditors, (3) enforce the institution’s contracts or leases according to their terms, (4) repudiate or disaffirm the institution’s contracts or leases, (5) seek to reclaim, recover, or recharacterize transfers of the institution’s assets or to exercise control over assets in which the institution may claim an interest, (6) enforce statutory or other injunctions, and (7) exercise a wide range of other rights, powers, and authorities, including those that could impair the rights and interests of all or some of the institution’s creditors. In addition, the administrative expenses of the conservator or receiver could be afforded priority over all or some of the claims of the institution’s creditors, and under the Federal Deposit Insurance Act (the FDIA), the claims of depositors (including the FDIC as subrogee of depositors) would enjoy priority over the claims of the institution’s unsecured creditors.

The FDIA also provides that an insured depository institution can be held liable for any loss incurred or expected to be incurred by the FDIC in connection with another commonly controlled insured depository institution

that is in default or in danger of default. This cross-guarantee liability is generally superior in right of payment to claims of the institution’s holding company and its affiliates.

In June 2024, the FDIC released a final rule amending its requirements for insured depository institutions with more than $50 billion in assets to develop and submit plans demonstrating how they could be resolved in an orderly and timely manner in the event of receivership. Under the rule, banks with at least $50 billion but less than $100 billion in total assets, including the Bank, are required to submit to the FDIC more limited informational filings triennially and interim supplemental information regarding their resolution planning in off-cycle years. On December 31, 2025, the FDIC provided an update that it intends to propose changes to the final rule in 2026. As a result, the Bank is not required to submit its first informational filing until after the final rule is issued.

Safety and Soundness Guidelines

The federal banking agencies have adopted guidelines prescribing safety and soundness standards relating to internal controls, risk management, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. These guidelines in general require appropriate systems and practices to identify and manage specified risks and exposures. The guidelines prohibit excessive compensation as an unsafe and unsound practice and characterize compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer or employee, director or principal shareholder. In addition, the federal banking agencies have adopted regulations that authorize but do not require an agency to order an institution that has been given notice by the agency that it is not in compliance with any of the safety and soundness standards to submit a compliance plan. If after being so notified, an institution fails to submit an acceptable compliance plan, the agency must issue an order directing action to correct the deficiency and may issue an order directing other actions of the types, including those that may limit growth or capital distributions.

Anti-Money Laundering Rules

The Bank Secrecy Act, as amended by the USA PATRIOT Act of 2001, (together, the BSA) and its implementing regulations require financial institutions, including banks and broker dealers, to, among other duties, implement and maintain an effective anti-money laundering (AML) compliance program and file suspicious activity and currency transaction reports when appropriate.

The Anti-Money Laundering Act of 2020, enacted on January 1, 2021 (AMLA), amends the BSA but does not directly impose new requirements on banks. AMLA requires the U.S. Treasury Department to, among other things, issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities and implementing regulations, and conduct studies and issue regulations that may, over the next few years, significantly alter certain due diligence, recordkeeping and reporting requirements that the BSA and its implementing regulations impose on banks. AMLA also contains provisions that increase penalties for violations of the BSA and includes whistleblower incentives, both of which could increase regulatory enforcement against banks. Implementation of AMLA is ongoing and is anticipated to impact the Bank’s AML compliance program.

Violations of the BSA and its implementing regulations can result in substantial civil and criminal penalties, and the federal banking agencies are required to consider the effectiveness of a financial institution’s AML compliance program when reviewing bank mergers and bank holding company acquisitions. In addition to the federal banking agencies, the Financial Crimes Enforcement Network is authorized to impose significant civil monetary penalties for violations of the BSA and its implementing regulations and has recently engaged in coordinated enforcement actions with state and federal law enforcement agencies and banking regulators.

OFAC Regulation

The U.S. Treasury Department’s Office of Foreign Assets Control (OFAC) is responsible for administering U.S. economic sanctions, which can prohibit certain transactions with designated foreign jurisdictions, governments, entities and individuals. OFAC-administered sanctions take on many different forms. For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned jurisdiction, including prohibitions against direct or indirect imports from and exports to a sanctioned jurisdiction and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned jurisdiction; and (2) blocking assets in which certain sanctioned foreign governments, entities or individuals have an interest, by prohibiting transfers of property subject to U.S. jurisdiction, including property in

the possession or control of U.S. persons. OFAC also maintains lists of designated persons, groups or entities that are the target of sanctions, including the “Specially Designated Nationals and Blocked Persons List.” The assets of designated persons, groups or entities are blocked and U.S. persons are generally prohibited from dealing with any such persons. Moreover, blocked assets, for example property and bank deposits, cannot be paid out, withdrawn, set off or transferred in any manner without a license from OFAC. If the Company finds a name on any transaction, account or wire transfer associated with a sanctioned person, the Company must freeze or block such account or transaction, file a blocked property report with OFAC and notify the appropriate authorities. Failure to comply with U.S. economic sanctions could have serious legal and reputational consequences.

Data Privacy and Cybersecurity

Various federal, state and local laws, rules, regulations and standards contain extensive data privacy and cybersecurity provisions, and the legal and regulatory framework for data privacy and cybersecurity is in considerable flux and rapidly evolving. For example, current federal laws, rules, regulations and standards, including the Gramm-Leach-Bliley Act (the “GLBA”), require financial institutions to, among other things, periodically disclose their privacy policies and practices relating to sharing personal information and enable retail customers to opt out of the Company’s ability to share such personal information with unaffiliated third parties under certain circumstances. Such laws and regulations also require financial institutions to implement a comprehensive cybersecurity program that includes administrative, technical and physical safeguards to ensure the security and confidentiality of customer records and information. An amendment to Regulation S-P, an implementing regulation promulgated under the GLBA, was adopted by the SEC on May 16, 2024 and requires broker dealers and registered investment advisers to, among other things, adopt and implement an incident response program as part of their formal cybersecurity policies and procedures and report data breaches to affected individuals whose sensitive customer information was, or is reasonably likely to have been, accessed or used without authorization within 30 days of becoming aware of such data breach. Other federal and state laws, rules, regulations and standards impact the Company’s ability to share certain information with affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. Federal law also makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means. The Company and its nonbanking subsidiaries are also subject to rules and regulations issued by the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to data privacy and cybersecurity. Additionally, like other lenders, the Bank uses credit bureau data in its underwriting activities. Use of such data is regulated under the Fair Credit Reporting Act, which also regulates reporting information to credit bureaus, prescreening individuals for credit offers, sharing of information between affiliates, and using affiliate data for marketing purposes. Similar state laws may impose additional requirements on the Company and its subsidiaries. The United States Congress has considered, and will likely in the future consider, additional data privacy and cybersecurity legislation, to which the Company may become subject if passed.

The enactment of the Cyber Incident Reporting for Critical Infrastructure Act (the “CIRCIA”) in 2022, once rulemaking is complete, will require, among other things, certain companies to report significant cyber incidents to the Cybersecurity and Infrastructure Agency (the “CISA”) within 72 hours from the time the company reasonably believes the incident occurred (and within 24 hours of making a ransom payment as a result of a ransomware attack). On April 4, 2024, the CISA proposed a rule under the CIRCIA that would clarify the scope of cyber incidents to be reported and would further define covered entities subject to the CIRCIA to expressly include companies in the financial services industry that are required to report cyber incidents to their primary federal regulators. Although the CIRCIA originally required the CISA to finalize its regulations by October 4, 2025, the CISA has extended such deadline to May 2026.

The Bank is also subject to federal regulations that, among other things, require a banking organization to notify its primary federal banking agencies as soon as possible and within 36 hours after identifying a “computer-security incident” that has materially disrupted or degraded, or the banking organization believes in good faith is reasonably likely to materially disrupt or degrade, its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the financial stability of the United States financial sector. Additionally, the federal banking agencies, as well as the SEC and related self-regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions.

Data privacy and cybersecurity are also areas of increasing state legislative focus. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the

“CCPA”), among other things, broadly defines personal information and gives California residents the right to request access to or correct personal information collected about them, and whether that personal information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of certain sharing and sales of their personal information, and the right not to be discriminated against for exercising these rights. The CCPA contains several exemptions, including that many, but not all, requirements of the CCPA are inapplicable to personal information that is collected, sold, disclosed or processed subject to certain federal laws, including the GLBA. The CCPA contemplates civil penalties of up to $2,500 for each violation and up to $7,500 for each intentional violation and includes a private right of action (permitting lawsuits to be brought by private individuals instead of the state Attorney General or other government actor for certain violations). Similar laws have been or may be adopted by other states where the Company does business or collects personal information. In addition, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to individuals whose personal information has been disclosed as a result of a data breach.

Broker Dealer and Investment Adviser Regulations

The Company’s broker dealer and investment adviser subsidiaries are subject to regulation by the SEC. FINRA is the primary self-regulatory organization for the Company’s registered broker dealer subsidiaries. The broker dealer and investment adviser subsidiaries also are subject to additional regulation by states or local jurisdictions. The SEC and FINRA have active enforcement functions that oversee broker dealers and investment advisers and can bring actions that result in fines, restitution, a limitation on permitted activities, disqualification to continue to conduct certain activities and an inability to rely on certain favorable exemptions. Certain types of infractions and violations also can affect the Company’s ability to issue new securities expeditiously. In addition, certain changes in the activities of a broker dealer require approval from FINRA, and FINRA takes into account a variety of considerations in acting upon applications for such approval, including internal controls, capital levels, management experience and quality, prior enforcement and disciplinary history, and supervisory concerns.

Other Regulatory and Supervisory Matters

As a public company, the Company is subject to the Securities Act of 1933, as amended (the Securities Act), the Securities Exchange Act of 1934, as amended (the Exchange Act), the Sarbanes-Oxley Act of 2002, and other federal and State securities laws. In addition, because the Company’s common stock is listed with The NASDAQ Stock Market LLC (NASDAQ), the Company is subject to the listing rules of that exchange.

Under the CRA, the Bank has a continuing and affirmative obligation to help meet the credit needs of its local communities—including low- and moderate-income neighborhoods—consistent with safe and sound banking practices. The CRA does not create specific lending programs but does establish the framework and criteria by which the OCC regularly assesses the Bank’s record in meeting these credit needs. The Bank’s ratings under the CRA are taken into account by the FRB and the OCC when considering merger or other specified applications that the Company or the Bank may submit from time to time. Under the CRA, institutions are assigned a rating of “outstanding,” “satisfactory,” “needs to improve,” or “unsatisfactory.” The Bank received a “satisfactory” rating at its most recent CRA evaluation.

The Bank is subject as well to a vast array of consumer-protection laws, such as qualified-mortgage and other mortgage-related rules under the jurisdiction of the CFPB. For example, the FRB has proposed, but not yet finalized, amendments to Regulation II that would lower the cap on debit interchange fees and institute a process for automatically recalculating the debit interchange fee cap every two years based upon a biennial survey of large debit card issuers. Lending limits, restrictions on tying arrangements, limits on permissible interest-rate charges, and other laws governing the conduct of banking or fiduciary activities are also applicable to the Bank.

Executive Officers of the Registrant. The following are the executive officers of the Company, each of whom is appointed annually, and there are no arrangements or understandings between any of the executive officers and any other person pursuant to which such person was elected as an executive officer.


Name	Age	Position with Registrant

R. Brian Beaird	52	Mr. Beaird has served as Executive Vice President, Chief Human Resources Officer since October 2019. Prior to this time, he served as Senior Vice President/Director of Associate Experience and Rewards, Director Compensation and Systems, Manager Bank Strategy and Administration, and Manager Commercial Strategy and Administration. Mr. Beaird held these positions from July 2018 until October 2019, August 2017 until July 2018, September 2015 until August 2017, and December 2011 until September 2015, respectively.
Amy Harris	40	Ms. Harris has served as Executive Vice President and Chief Legal Officer since January 2021. Ms. Harris served the Company as Senior Vice President, Deputy General Counsel and Manager of Legal Operations from January 2020 to January 2021. She also served as Corporate Legal Counsel for the Company from October 2014 to January 2020. Prior to joining the Company, Ms. Harris worked in private practice focusing on commercial, corporate and employment cases.
Shannon A. Johnson	46	Ms. Johnson has served as Executive Vice President and Chief Administrative Officer since October 2019 and as Chief Risk Officer since February 2026. Ms. Johnson’s previous positions with the Company include Executive Vice President, Chief Human Resources Officer; Senior Vice President, Executive Director of Talent Management and Development; and Senior Vice President, Director of Talent Management. Ms. Johnson held these positions from April 2015 to October 2019, May 2011 to April 2015, and December 2009 to May 2011, respectively.
J. Mariner Kemper	53	Mr. Kemper has served as the Chairman and Chief Executive Officer of the Company since May 2004. From November 2015 until January 2024, he served as President of the Company. He served as the Chairman and Chief Executive Officer of the Bank between December 2012 and January 2014, and as the Chairman of UMB Bank Colorado, n.a. (a prior subsidiary of the Company) between 2000 and 2012. He was President of UMB Bank Colorado from 1997 to 2000.
Elizabeth Lewis	52	Ms. Lewis has served as President, Consumer Banking since April of 2024. She has also served as Chief Marketing Officer since May of 2023. Prior to this time, Ms. Lewis served as Senior Vice President with CommunityAmerica Credit Union, leading the retail and commercial banking line of business functions, and Senior Vice President, Commercial Banking Administration with Commerce Bank. She held these positions from January 2017 through May 2023, and from March 2008 through January 2017, respectively.
Phillip Mason	43	Mr. Mason has served as President of Institutional Banking for the Bank since April 2023. He served as Director of Healthcare Services and Chief Operating Officer Institutional Banking for the Bank from November 2019 until March 2023 and as Chief Operating Officer Institutional Banking for the Bank from June 2015 to October 2019. Prior to this time, Mr. Mason served as Director of Relationship Management and Support Institutional Asset Management for the Bank beginning in April 2013. Mr. Mason first joined the Company in June of 2005, working in the corporate finance department in a variety of roles.
Nikki Newton	54	Mr. Newton has served as the President of Private Wealth Management of the Bank since May 2019. From January 1998 until May 2018, Mr. Newton served in various capacities with Waddell & Reed Financial, Inc. or its subsidiary, Ivy Distributors, Inc, including most recently, serving as President of Ivy Distributors, Inc. and Ivy Global from August 2017 to May 2018, and Head of Global Distribution and President of Ivy Global from January 2014 to August 2017.
David C. Odgers	56	Mr. Odgers has served as Executive Vice President since April of 2025, Chief Accounting Officer of the Company since January 2020, and as the Company’s Controller since January 2014. He additionally served as Senior Vice President from January 2020 until April of 2025. Mr. Odgers was previously the Company’s Assistant Controller from January 2005 to January 2014.


James D. Rine	55	Mr. Rine has served as President of the Company since January 2024, and Vice Chairman of the Company since November 2020. He has additionally served as President and Chief Executive Officer of the Bank since October 2018. He served as President of Commercial Banking from December 2017 until October 2018 and as President of Commercial Banking/Western Region from October 2016 to December 2017. Prior to this time, Mr. Rine served as the President of the Kansas City Region since October 2011. Overall, Mr. Rine has over 20 years of commercial banking experience with the Bank.
Ram Shankar	53	Mr. Shankar was named as Executive Vice President and Chief Financial Officer of the Company effective August 2016. From September 2011 until his employment with the Company commenced, he worked at First Niagara Financial Group, most recently serving as managing director where he headed financial planning and analysis and investor relations. Prior to that, Mr. Shankar spent time at FBR Capital Markets as a senior research analyst and at M&T Bank Corporation in the financial planning measurement and corporate finance/mergers & acquisitions group.
Thomas S. Terry	62	Mr. Terry has served as Executive Vice President and Chief Credit Officer since October 2019. From January 2011 until October 2019, Mr. Terry served as Executive Vice President and Chief Lending Officer of the Company, and prior to this time, Mr. Terry served as Executive Vice President. Mr. Terry first joined the Company in 1986, and subsequently joined the Commercial Lending department in 1987 where he worked as a loan officer until 2011.
Uma Wilson	47	Ms. Wilson was named Executive Vice President, Chief Information, Bank Product and Operations Officer in May 2024. Previously she served as Executive Vice President, Chief Information and Product Officer from September 2021 to May 2024, Executive Vice President, Director of Bank Product, Treasury Management/Card Sales and Implementation from January 2020 to September 2021 and Executive Vice President, Director of Bank Product Group from May 2015 to January 2020.

The Company makes available free of charge on its website at www.umb.com/investor, its annual report on Form 10-K, quarterly reports on Form 10-Q, proxy statements, current reports on Form 8-K and amendments to such reports, as soon as reasonably practicable after it electronically files or furnishes such material with or to the SEC. Information on the Company’s website is not incorporated by reference into this report and should not be considered part of this document. These reports can also be found on the SEC website at www.sec.gov.

ITEM 1A. RISK FACTORS

Financial-services companies routinely encounter and address risks and uncertainties. In the following paragraphs, the Company describes some of the principal risks and uncertainties that could adversely affect its business, results of operations, financial condition (including capital and liquidity), or prospects or the value of or return on an investment in the Company. These risks and uncertainties, however, are not the only ones faced by the Company. Other risks and uncertainties that are not presently known to the Company that it has failed to identify, or that it currently considers immaterial may adversely affect the Company as well. Except where otherwise noted, the risk factors address risks and uncertainties that may affect the Company as well as its subsidiaries. These risk factors should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations (which can be found in Part II, Item 7 of this report) and the Notes to the Consolidated Financial Statements (which can be found in Part II, Item 8 of this report).

The levels of, or changes in, interest rates could affect the Company’s business or performance. The Company’s business, results of operations, and financial condition are highly dependent on net interest income, which is the difference between interest income on earning assets (such as loans and investments) and interest expense on deposits and borrowings. Net interest income is significantly affected by market interest rates, which in turn are influenced by monetary and fiscal policies, general economic conditions, the regulatory environment, competitive pressures, and expectations about future changes in interest rates. The policies and regulations of the federal government, in general, and the FRB, in particular, have a substantial impact on market interest rates. See “Government Monetary and Fiscal Policies” in Part I, Item 1 of this report, which is incorporated by reference herein.

The impact of interest rate changes on the Company’s funding costs may differ from some peers given the Company’s concentration of funding from commercial and institutional sources. These deposits, which often

include the benefit of other ancillary revenues, are generally more price-sensitive than consumer funding sources. In a rising rate environment, the Company may experience a sharper decline in low-cost funding sources or an increase in cost of deposits due to its customer profile. However, the expectation of higher earning asset growth and the benefit of higher interest rates on our earning assets may help mitigate any impact.

The Company may be adversely affected by policies, regulations, or events that have the effect of altering the difference between long-term and short-term interest rates (commonly known as the yield curve), depressing the interest rates associated with its earning assets to levels near the rates associated with its interest expense, or changing the spreads among different interest-rate indices. In addition, a rapid change in interest rates could result in interest expense increasing faster than interest income because of differences in the maturities of the Company’s assets and liabilities. Further, if laws impacting taxation and interest rates materially change, or if new laws are enacted, certain of the Company’s services and products, including municipal bonds, may be subject to less favorable tax treatment or otherwise adversely impacted. For example, the federal government, in recent years, has taken steps to provide stability to and confidence in the financial markets, and these steps could affect the Company’s resource requirements in order to comply with updated laws. The level of and changes in market interest rates—and, as a result, these risks and uncertainties—are beyond the Company’s control. The dynamics among these risks and uncertainties are also challenging to assess and manage.

The Company’s customers and counterparties also may be negatively impacted by the levels of, or changes in, interest rates, which could increase the risk of delinquency or default on obligations to the Company. The levels of, or changes in, interest rates, moreover, may have an adverse effect on the value of the Company’s investment portfolio, which includes long-term municipal bonds with fixed interest rates, and other financial instruments, the return on or demand for loans, the prepayment speed of loans (including, without limitation, the pace of pay-downs expected or forecasted for commercial real estate and construction loans), the cost or availability of deposits or other funding sources, or the purchase or sale of investment securities.

See “Quantitative and Qualitative Disclosures About Market Risk—Interest Rate Risk” in Part II, Item 7A of this report for a discussion of how the Company monitors and manages interest-rate risk.

Weak or deteriorating economic conditions, geopolitical events, more liberal origination or underwriting standards, or financial or systemic shocks could increase the Company’s credit risk and adversely affect its lending or other banking businesses and the value of its loans or investment securities. The Company’s business and results of operations depend significantly on general economic conditions. When those conditions are weak or deteriorating in any of the markets or regions where the Company operates, or there are impacts stemming from geopolitical events, its business or performance could be adversely affected. The Company provides financial services primarily throughout the Midwestern, Southwestern, and Western regions of the United States. As the Company does not have a significant banking presence in other parts of the country, a prolonged economic downturn in these markets could have a material adverse effect on the Company’s financial condition and results of operations. The Company’s lending and other banking businesses, in particular, are susceptible to weak or deteriorating economic conditions, including due to inflation, which could result in reduced loan demand or utilization rates and at the same time increased delinquencies or defaults. These kinds of conditions also could dampen the demand for products and other services in the Company’s investment-management, asset-servicing, insurance, brokerage, or related businesses. Financial markets and global supply chains may be adversely affected by the impact of military conflict, including the current conflicts in Ukraine and the Middle East, terrorism, or other geopolitical events, including in Venezuela. Increased delinquencies or defaults could result as well from the Company adopting—for strategic, competitive, or other reasons—more liberal origination or underwriting standards for extensions of credit or other dealings with its customers or counterparties. Further, changes to U.S. global policy, including as it relates to tariffs, trade disputes and renewing or changing trade agreements with various countries, could affect the Company’s results of operations. The global economy, the strength of the U.S. dollar, international trade conditions, and oil prices may ultimately affect interest rates, business import/export activity, capital expenditures by businesses, and investor confidence. Unfavorable changes in those factors may result in declines in consumer credit usage, increased delinquencies and defaults, and reduced loan demand. If delinquencies or defaults on the Company’s loans or investment securities increase, their value and the income derived from them could be adversely affected, and the Company could incur administrative and other costs in seeking a recovery on its claims and any collateral. Weak or deteriorating economic conditions also may negatively impact the market value and liquidity of the Company’s investment securities, and the Company may be required to record additional impairment charges if investment securities suffer a decline in value that is determined to have resulted from a credit loss. In addition, to the extent that loan charge-offs exceed estimates, an increase to the amount of provision expense related to the allowance for credit losses would reduce the Company’s income. See “Quantitative and Qualitative

Disclosures About Market Risk—Credit Risk Management” in Part II, Item 7A of this report for a discussion of how the Company monitors and manages credit risk. A financial or systemic shock and a failure of a significant counterparty or a significant group of counterparties could negatively impact the Company, possibly to a severe degree, due to its role as a financial intermediary and the interconnectedness of the financial system.

A meaningful part of the Company’s loan portfolio is secured by real estate and, as a result, could be negatively impacted by deteriorating or volatile real estate markets, the economic environment or associated environmental liabilities. At December 31, 2025, 53.7% of the Company’s aggregate loan portfolio—comprised of commercial real estate loans (representing 42.2% of the aggregate loan portfolio) and consumer real estate loans (representing 11.4% of the aggregate loan portfolio)—was primarily secured by interests in real estate located in the States where the Company operates. Other credit extended by the Company may be secured in part by real estate as well. Real estate values in the markets where this collateral is located may be different from, and in some instances worse than, real estate values in other markets or in the United States as a whole and may be affected by general economic conditions and a variety of other factors outside of the control of the Company or its customers. Any deterioration or volatility in these real estate markets could result in increased delinquencies or defaults, could adversely affect the value of the loans and the income to be derived from them, could give rise to unreimbursed recovery costs, and could reduce the demand for new or additional credit and related banking products and other services, all to the detriment of the Company’s business and performance. In recent years, commercial real estate markets have been particularly impacted by the economic and other disruptions resulting from the COVID-19 pandemic and its aftermath. Repayment of commercial real estate, which typically involves higher loan principal amounts as compared to consumer real estate lending, is often dependent on the successful operation of the business conducted on the property securing the loans. Negative shifts in economic conditions can impact the borrower’s ability to pay. Failures in the Company’s risk management policies, procedures and controls could adversely affect its ability to manage this portfolio going forward and could result in an increased rate of delinquencies in, and increased losses from, this portfolio, which could negatively impact the Company’s operating and financial performance. In addition, if hazardous or toxic substances were found on any real estate that the Company acquires in foreclosure or otherwise, the Company may incur substantial liability for compliance and remediation costs, personal injury, or property damage.

Challenging business, economic, or market conditions could adversely affect the Company’s fee-based banking, investment-management, asset-servicing, or other businesses. The Company’s fee-based banking, investment-management, asset-servicing, and other businesses are driven by wealth creation in the economy, robust market activity, monetary and fiscal stability, and positive investor, business, and consumer sentiment. Economic downturns, market disruptions, high unemployment or underemployment, unsustainable debt levels, depressed real estate markets, industry consolidations, or other challenging business, economic, or market conditions could adversely affect these businesses and their results. If the funds or other groups that are clients of UMBFS were to encounter similar difficulties, UMBFS’s revenue could suffer. The Company’s bank-card revenue is driven primarily by transaction volumes in business, healthcare, and consumer spending that generate interchange fees, and any of these conditions could dampen those volumes. Economic or market conditions, such as increased use of digital currencies and cryptocurrencies (including stablecoin) can also reduce the usage of credit cards in general and the average purchase amount of transactions, which reduces interest income and transaction fees. Other fee-based banking businesses that could be adversely affected include trading, asset management, custody, trust, and cash and treasury management. In addition, legislative and regulatory changes could reduce the amounts and types of fees financial institutions may charge, including the FRB’s Regulation II on debit card interchange fees and potential legislation imposing a cap on credit card interest rates.

Liquidity is essential to the Company and its business or performance could be adversely affected by constraints in, or increased costs for, funding. The Company defines liquidity as the ability to fund increases in assets and meet obligations as they come due, all without incurring unacceptable losses. Banks are especially vulnerable to liquidity risk because of their role in the maturity transformation of demand or short-term deposits into longer-term loans or other extensions of credit. The Company, like other financial-services companies, relies to a significant extent on external sources of funding (such as deposits and borrowings) for the liquidity needed to conduct its business. A number of factors beyond the Company’s control, however, could have a detrimental impact on the availability or cost of that funding and thus on its liquidity. These factors include market disruptions, changes in its credit ratings or the sentiment of its investors, the state of the regulatory environment and monetary and fiscal policies, declines in the value of its investment securities, the loss of substantial deposits or customer relationships, financial or systemic shocks, significant counterparty failures, and reputational damage. Unexpected declines or limits on the dividends declared and paid by the Company’s subsidiaries also could adversely affect its liquidity position. While the Company’s policies and controls are designed to ensure that it maintains adequate liquidity to

conduct its business in the ordinary course even in a stressed environment, there can be no assurance that its liquidity position will never become compromised. In the event that the Company’s current sources of liquidity do not satisfy its needs, the Company would be required to seek additional financing. The availability of such financing will depend on a variety of factors, such as market conditions, the general availability of credit to the financial services industry, new regulatory restrictions and requirements, and the Company’s credit ratings. See risk below “Regulatory or supervisory requirements, future growth, operating results, or strategic plans may prompt the Company to raise additional capital, but that capital may not be available at all or on favorable terms and, if raised, may be dilutive.” There can be no assurance that the Company will be able to obtain financing at desirable terms or at all. In such an event, the Company may also be required to sell assets at a loss in order to continue its operations. This could damage the performance and value of its business, prompt regulatory intervention, and harm its reputation, and if the condition were to persist for any appreciable period of time, its viability as a going concern could be threatened. See “Quantitative and Qualitative Disclosures About Market Risk—Liquidity Risk” in Part II, Item 7A of this report for a discussion of how the Company monitors and manages liquidity risk.

The Company’s investment-management and asset-servicing businesses could be negatively impacted by declines in assets under management or administration or by shifts in the mix of assets under management or administration. The revenues of the Company’s investment-management businesses are highly dependent on advisory fee income. These businesses generally earn higher fees on equity-based or alternative investments and strategies and lower fees on fixed income investments and strategies. Advisory-fee income may be negatively impacted by an absolute decline in assets under management or by a shift in the mix of assets under management from equities or alternatives to fixed income. Such a decline or shift could be caused or influenced by any number of factors, such as underperformance in absolute or relative terms, loss of key advisers or other talent, changes in investing preferences or trends, market downturns or volatility, drops in investor confidence, reputational damage, increased competition, or general economic conditions. Any of these factors also could affect clients of UMBFS, and if this were to cause a decline in assets under administration at UMBFS or an adverse shift in the mix of those assets, the performance of UMBFS could suffer.

To the extent that the Company continues to maintain a sizeable portfolio of investment securities, its income may be adversely affected and its reported equity more volatile, and the portfolio values may be adversely impacted by deterioration in the credit quality of underlying collateral within the various categories of investment securities it owns. As of December 31, 2025, the Company’s securities portfolio totaled approximately $20.1 billion, which represented approximately 27.5% of its total assets. Regulatory restrictions and the Company’s investment policies generally result in the acquisition of securities with lower yields than loans. For the year-ended December 31, 2025, the weighted average yield of the Company’s securities portfolio was 3.68% as compared to 6.70% for its loan portfolio. Accordingly, to the extent that the Company is unable to effectively deploy its funds to originate or acquire loans or other assets with higher yields than those of its investment securities, the Company’s income may be negatively impacted. Additionally, approximately $13.7 billion, or 68.1%, of the Company’s investment securities are classified as available for sale and reported at fair value. Unrealized gains or losses on these securities are excluded from earnings and reported in other comprehensive income, which in turn affects the Company’s reported equity. As a result, to the extent that the Company continues to maintain a significant portfolio of available-for-sale securities, its reported equity may experience greater volatility.

The Company generally invests in liquid, investment-grade securities; however, these securities are subject to changes in market value due to changing interest rates and implied credit spreads. While the Company maintains prudent risk management practices over bonds issued by municipalities and other issuers, credit deterioration in these bonds could occur and result in losses. Under accounting rules, when an available for sale debt security is in an unrealized loss position, the entire loss in fair value is required to be recognized in current earnings if the Company intends to sell the security or believes it is more likely than not that the Company will be required to sell the security before the value recovers. Additionally, the current expected credit losses (CECL) model utilized by the Company requires that lifetime expected credit losses on securities be recorded in current earnings. This could result in significant losses.

The Company may experience increases or fluctuations in delinquencies and credit losses, or the Company may incorrectly estimate expected losses, which could result in inadequate reserves. Like other lenders, the Company faces the risk that its customers will not repay their loans. A customer’s ability and willingness to repay can be adversely affected by decreases in the income of the borrower or increases in their payment obligations to other lenders, whether as a result of a job loss, higher debt levels or rising cost of servicing debt, inflation outpacing wage growth, or by restricted availability of credit generally. The Company may fail to

quickly identify and reduce its exposure to customers that are likely to default on their payment obligations, whether by closing credit lines or restricting authorizations. The Company’s ability to manage credit risk also is affected by legal or regulatory changes (such as restrictions on collections, bankruptcy laws, minimum payment regulations and re-age guidance), competitors’ actions and consumer behavior, and depends on the effectiveness of its collections staff, techniques and models.

Rising credit losses or leading indicators of rising credit losses (such as higher delinquencies, higher rates of nonperforming loans, higher bankruptcy rates, lower collateral values, elevated unemployment rates or changing market terms) may require the Company to increase its allowance for credit losses, which would decrease its profitability if it is unable to raise revenue or reduce costs to compensate for higher credit losses, whether actual or expected. In particular, the Company faces the following risks in this area:

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Missed payments: Customers may fail to make required payments on time and may default or become delinquent. Loan charge-offs (including from bankruptcies) are generally preceded by missed payments or other indications of worsening financial conditions for the Company’s customers. Historically, customers are more likely to miss payments during an economic downturn, recession, periods of high unemployment, or prolonged periods of slow economic growth. Customers might also be more likely to miss payments if the payment burdens on their existing debt grow due to rising interest rates, or if inflation outpaces wage growth.

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Incorrect estimates of expected credit losses: The credit quality of the Company’s loan portfolios can have a significant impact on its earnings. The Company allows for and reserves against credit risks based on an assessment of expected credit losses in its loan portfolios. This process, which is critical to the Company’s financial condition and results of operations, requires complex judgments, including forecasts of economic conditions. The Company may underestimate its expected credit losses and fail to hold an allowance for credit losses sufficient to account for these credit losses. Incorrect assumptions could lead to material underestimations of expected credit losses and an inadequate allowance for credit losses. See risk below “The Company’s selection of accounting methods, assumptions, and estimates could impact its financial statements and reported earnings.”

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Inaccurate underwriting: The Company’s ability to accurately assess the creditworthiness of its customers may diminish, which could result in an increase in credit losses and a deterioration of returns.

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Insufficient asset values: The collateral the Company has on secured loans could be insufficient to compensate it for credit losses. When customers default on their secured loans, the Company attempts to recover collateral where permissible and appropriate. However, the value of the collateral may not be sufficient to compensate the Company for the amount of the unpaid loan, and the Company may be unsuccessful in recovering the remaining balance from our customers. Decreases in real estate and other asset values adversely affect the collateral value for the Company’s commercial lending activities. Borrowers may be less likely to continue making payments on loans if the value of the property used as collateral for the loan is less than what the borrower owes, even if the borrower is still financially able to make the payments. In that circumstance, the recovery of such property could be insufficient to compensate the Company for the value of these loans upon a default.

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Geographic and industry concentration: The regional economic conditions in any particular region may affect the demand for the Company’s products and services as well as the ability of its customers to repay their commercial real estate loans and the value of the collateral securing these loans. An economic downturn or prolonged period of slow economic growth in, or a catastrophic event or natural disaster that disproportionately affects a particular region in which the Company is more heavily concentrated could have a material adverse effect on the performance of the Company’s commercial real estate loan portfolio and its results of operations.

Cybersecurity incidents and other security breaches of the Company’s information technology systems, or the information technology systems of the Company’s third-party service providers or their third-party service providers, the Company’s counterparties, or in the business community may negatively impact the Company’s business or performance. In the ordinary course of its business, the Company collects, stores, and transmits sensitive, confidential, or proprietary data and other information, including intellectual property, business information, funds-transfer instructions, and the personally identifiable information of its customers and employees. The secure processing, storage, maintenance, and transmission of this information is critical to the Company’s operations and reputation, and if any of this information were mishandled, misused, improperly accessed, lost, breached, held hostage or stolen, or if the Company’s operations were disrupted, the Company could suffer

significant financial, business, reputational, regulatory, or other damage. Failures or errors in, or breach of the Company’s systems or networks, or those of its third-party service providers or their third-party service providers (collectively, third party service providers), or the Company’s counterparties, may expose the Company to litigation, disclosure requirements, remediation costs, increased costs for security measures, loss of revenue, regulatory scrutiny, governmental investigation and/or other actions, and other potential liability. For example, despite security measures, the Company’s or its third-party service providers’ information technology and infrastructure may be breached or rendered inaccessible due to a variety of factors, including from infrastructure changes or failures, introductions of new functionality, human or software errors, service failures, operational and technological outages, capacity constraints, loss or theft of assets, natural disasters, terrorist attacks, power outages, data breaches, cyber-attacks, denial of service attacks, hacking, ransomware and other computer viruses or malware, or acts of misconduct through pretext calls, electronic phishing or other means, and, as a result, an unauthorized party may obtain access to the Company’s or its customers’ confidential, proprietary, personal, or sensitive data. These risks and uncertainties are rapidly evolving and increasing in complexity, and the Company’s failure to effectively mitigate them could negatively impact its business and operations.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently or may be designed to remain dormant until a predetermined event, and often are not recognized until launched against a target, the Company or its third-party service providers may be unable to anticipate or detect these techniques or implement adequate preventative or remedial measures. Though it is difficult to determine what harm may directly result from any specific interruption or data breach, any failure to maintain performance, reliability, security, and availability of the Company’s network infrastructure and the information processed thereby may harm the Company’s brand, its ability to retain existing customers and attract new customers, and its ability to operate.

Risks and exposures related to cybersecurity attacks, particularly for financial institutions, are expected to remain high for the foreseeable future due to the rapidly evolving nature and sophistication of these threats and the expanding use of technology-based products and services by the Company, its third-party service providers, and its customers. The Company can provide no assurances that the safeguards it or its third-party service providers have in place or may implement in the future will prevent all unauthorized infiltrations or breaches and that the Company will not suffer losses related to a security breach in the future, which losses may be material.

As noted above, third-party service providers also present a source of risk to the Company if their own security measures or other systems or infrastructure were to be breached or subject to another cybersecurity incident, rendered inaccessible or interrupted, experience an outage, downtime or degradation in service, or otherwise fail or experience adverse conditions (including conditions which interfere with the Company’s access to and use of such third-party services). The Company’s ability to monitor its third-party service providers’ cybersecurity practices is inherently limited. Although the agreements that the Company has in place with its third-party service providers generally include requirements relating to privacy, data protection and data security where and as appropriate, the Company cannot guarantee that such agreements will prevent a cyber incident impacting the Company’s systems or information or enable it to obtain adequate or any reimbursement from its third-party service providers in the event the Company should suffer any such incidents. In addition, due to applicable laws and regulations or contractual obligations, the Company may be held responsible for cyber incidents attributed to its third-party service providers as they relate to the information shared with them.

Likewise, a cyber-attack, hacking incident, or other security breach affecting the business community, the markets, or parts of them may cycle or cascade through the financial system and adversely affect the Company or its service providers or counterparties. Many of these risks and uncertainties are beyond the Company’s control. Any failure, attempted or successful data breach or other cybersecurity incident or significant disruption in the Company’s information technology infrastructure, or those of the Company’s third-party service providers, could lead to transaction delays, compromised cybersecurity or data, inability to access critical services, and a failure to comply with applicable laws, regulations and standards governing financial transactions, data privacy, and cybersecurity. The consequences of such disruptions could be severe, resulting in financial losses, identity theft, loss of consumer trust, regulatory fines, monetary damages or other penalties or fines as well as a tarnished reputation among customers, partners and other third parties, any of which could adversely affect the Company’s business, results of operations, financial condition and future prospects. Although the Company believes it has appropriate measures in place to help manage the risk, there can be no guarantee that its efforts will be effective in preventing a material loss event.

Even when an attempted cyber-attack, hacking incident or other security breach is successfully avoided or thwarted, the Company may need to expend substantial resources to avoid such breach, may be required to take actions that could adversely affect customer satisfaction or behavior, and may be exposed to reputational damage. Despite the Company’s efforts to safeguard the integrity of systems and controls and to manage third-party risk, the Company may not be able to anticipate or implement effective measures to prevent all security breaches or all risks to the sensitive, confidential, or proprietary information that it or its service providers or counterparties collect, store, or transmit. In some cases, the Company may not be able to identify the cause or causes of these performance problems immediately or in short order, and may face difficulties detecting, mitigating, remediating, and otherwise responding to any such issues.

The trading volume in the Company’s common stock at times may be low, which could adversely affect liquidity and stock price. Although the Company’s common stock is listed for trading on the NASDAQ Global Select Market, the trading volume in the stock may at times be low and, in relative terms, less than that of other financial-services companies. A public trading market that is deep, liquid, and orderly depends on the presence in the marketplace of a large number of willing buyers and sellers and narrow bid-ask spreads. These market features, in turn, depend on a number of factors, such as the individual decisions of investors and general economic and market conditions, over which the Company has no control. During any period of lower trading volume in the Company’s common stock, the stock price could be more volatile, and the liquidity of the stock could suffer.

The Company operates in a highly regulated industry, and its business or performance could be adversely affected by the legal, regulatory and supervisory frameworks applicable to it, changes in those frameworks, and other legal and regulatory risks and uncertainties. The Company operates in a highly regulated industry and is subject to expansive legal and regulatory frameworks in the United States—at the federal, State, and local levels—and in the foreign jurisdictions where its business segments operate. In addition, the Company is subject to the direct supervision and examination of government authorities charged with overseeing the kinds of financial activities conducted by the Company in its business segments and the taxation of domestic companies. These legal, regulatory, and supervisory frameworks are designed to protect public or private interests, including protecting depositors and other customers of the Bank, the FDIC’s DIF and the banking and financial systems as a whole, that differ from the interests of the Company’s shareholders or non-deposit creditors. See “Government Monetary and Fiscal Policies” and “Regulation and Supervision” in Part I, Item 1 of this report, which is incorporated by reference herein.

Regulatory scrutiny and the intensity of supervision of all financial-services companies is evolving, fundamental changes have been made to the banking, securities, and other laws that govern financial services, and a host of related business practices have been reexamined and reshaped in the relatively near term. The Company expects to continue devoting increased time and resources to risk management, compliance, and regulatory change management. The legislative, regulatory, and supervisory environment is beyond the Company’s control, may change rapidly and unpredictably, and may negatively influence the Company’s revenue, costs, earnings, growth, liquidity and capital levels. For example, the Company is unable to predict what, if any, changes to the regulatory environment may be enacted by Congress or the presidential administration and what the impact of any changes will be on the Company. Some of the regulations finalized in the prior administration that are applicable to financial institutions have been modified, rescinded or withdrawn or are subject to reevaluation, creating further uncertainty. It is possible the expected changes in regulation do not occur or are reversed by a subsequent administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than the Company. Risks also exist that government authorities could judge the Company’s business or other practices as unsafe, unsound, or otherwise unadvisable and bring formal or informal corrective or enforcement actions against it, including fines or other penalties and directives to change its products or other services. For example, the federal banking agencies regularly conduct examinations of the Company’s business. If, as a result of an examination, a banking agency were to determine that the financial condition, capital resources, asset quality, asset concentration, earning prospects, management, liquidity, sensitivity to market risk, consumer compliance, or other aspects of any of the Company’s operations has become unsatisfactory, or that the Company or the Company’s management is in violation of any law or regulation, it could take a number or different remedial actions as it deems appropriate. These actions include the power to require the Company to cease and desist “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the Company’s capital, to restrict the Company’s growth, to change the asset composition of the Company’s portfolio or balance sheet, to assess civil money penalties against the Company’s officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Bank’s deposit insurance. For practical or other reasons, the Company

may not be able to effectively defend itself against these actions, and they in turn could give rise to litigation by private plaintiffs. Further, if the laws, rules, and regulations materially adversely affect the Company, including any changes that would negatively impact the tax treatment of the Company, the Company’s products and services or the Company’s shareholders, the Company may be adversely impacted. All of these and other regulatory risks and uncertainties could adversely affect the Company’s reputation, business, results of operations, financial condition, or prospects.

Regulatory or supervisory requirements, future growth, operating results, or strategic plans may prompt the Company to raise additional capital, but that capital may not be available at all or on favorable terms and, if raised, may be dilutive. The Company is subject to safety-and-soundness and capital-adequacy standards under applicable law, which are subject to change, and to the direct supervision of government authorities. See “Regulation and Supervision” in Part I, Item 1 of this report. If the Company is not satisfying or is at risk of not satisfying these standards or applicable supervisory requirements—whether due to inadequate operating results that erode capital, future growth that outpaces the accumulation of capital through earnings, or otherwise—the Company may be required to raise capital, restrict dividends, or limit originations of certain types of commercial and mortgage loans. If the Company is required to limit originations of certain types of commercial and mortgage loans, it would thereby reduce the amount of credit available to borrowers and limit opportunities to earn interest income from the loan portfolio. The Company also may be compelled to raise capital if regulatory or supervisory requirements change. In addition, the Company may elect to raise capital for strategic reasons even when it is not required to do so.

The Company’s ability to raise capital on favorable terms or at all will depend on general economic and market conditions, which are outside of its control, and on the Company’s operating and financial performance. Accordingly, the Company cannot be assured of its ability to raise capital when needed or on favorable terms. An inability to raise capital when needed or on favorable terms could damage the performance and value of its business, prompt regulatory intervention, and harm its reputation, and if the condition were to persist for any appreciable period of time, its viability as a going concern could be threatened. If the Company is able to raise capital and does so by issuing common stock or convertible securities, the ownership interest of its existing stockholders could be diluted, and the market price of its common stock could decline.

The Company is subject to complex and evolving laws, regulations, rules, standards and contractual obligations related to privacy, data protection/use and data security, which may increase the Company’s costs of doing business and liability exposure. The Company is subject to a variety of complex and continuously evolving and developing laws, regulations, rules, standards and contractual obligations regarding privacy, data protection/use and data security, including those related to the collection, storage, handling, use, disclosure, transfer, security, integration with artificial intelligence and other processing of personal information. Compliance with such laws, regulations, rules, standards and contractual obligations may require the Company to incur significant compliance costs and/or require the Company to change its policies, procedures or operations, and failure to comply with such laws, regulations, rules, standards or contractual obligations could expose the Company to liability, including enforcement actions, fines, penalties and sanctions for non-compliance, governmental investigations and/or reputational damage, and of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

At the federal level, the Company is subject to the GLBA, which requires financial institutions to, among other things, periodically disclose their privacy policies and practices relating to sharing personal information and, in some cases, enables retail customers to opt out of the sharing of certain non-public personal information with unaffiliated third parties, among other laws and regulations. The Company is also subject to the rules and regulations promulgated under the authority of the Federal Trade Commission, which regulates unfair or deceptive acts or practices, including with respect to privacy and cybersecurity. Federal banking agencies also regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. Moreover, the U.S. Congress is currently considering various proposals for more comprehensive privacy, data protection and data security legislation, to which the Company may be subject if passed.

State regulators have also been increasingly active in implementing privacy and cybersecurity laws, regulations, rules and standards. Several states, including states where the Company currently conducts, or may in the future conduct, business, such as California, Nebraska, Virginia and Colorado, have implemented, or are considering implementing, comprehensive data privacy and cybersecurity laws and regulations, including regulations requiring certain financial institutions to implement cybersecurity programs. For example, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to individuals whose personal

information has been disclosed as a result of a data breach. Certain state laws and regulations may be more stringent, broader in scope or offer greater individual rights with respect to personal information than federal or other state laws and regulations, and such laws and regulations may differ from each other, which may complicate compliance efforts and increase compliance costs. This trend of state-level activity is expected to persist and the Company is continually monitoring developments in the states in which the Company’s customers are located.

Further, the Company makes public statements about its use, collection, disclosure and other processing of personal information through its privacy policies, information provided on its website and press statements. Although the Company endeavors to comply with its public statements and documentation, and to ensure that such public statements and documentation are accurate, comprehensive and compliant with applicable laws, it may at times fail to do so or be alleged to have failed to do so. The publication of the Company’s privacy policies and other statements that provide promises and assurances about privacy, data protection and data security can subject the Company to potential government or legal action if they are found to be deceptive, unfair or misrepresentative of its actual practices. Additional risks could arise in connection with any failure or perceived failure by the Company, its service providers or other third parties with which the Company does business to provide adequate disclosure or transparency to individuals, including customers, about the personal information collected from them and its use, to receive, document or honor the privacy preferences expressed by individuals, to protect personal information from unauthorized disclosure, or to maintain proper training on privacy practices for all employees or third parties who have access to personal information in the Company’s possession or control.

The market price of the Company’s common stock could be adversely impacted by banking, antitrust, or corporate laws that have or are perceived as having an anti-takeover effect. Banking and antitrust laws, including associated regulatory-approval requirements, impose significant restrictions on the acquisition of direct or indirect control over any bank holding company, including the Company. Acquisition of ten percent or more of any class of voting stock of a bank holding company or depository institution, including shares of its common stock, generally creates a rebuttable presumption that the acquirer “controls” the bank holding company or depository institution and requires the acquirer to obtain the non-objection from the FRB under the CIBCA. Also, a bank holding company must obtain the prior approval of the FRB under the BHCA before, among other things, acquiring direct or indirect ownership or control of more than 5 percent of any class of voting stock of any bank, including the Bank.

In addition, a non-negotiated acquisition of control over the Company may be inhibited by provisions of the Company’s restated articles of incorporation and bylaws that have been adopted in conformance with applicable corporate law, such as the ability to issue shares of preferred stock and to determine the rights, terms, conditions and privileges of such preferred stock without stockholder approval. If any of these restrictions were to operate or be perceived as operating to hinder or deter a potential acquirer for the Company, the market price of the Company’s common stock could suffer.

The Company’s inability to adequately protect and maintain its intellectual property may increase the Company’s legal exposure and adversely impact its performance. The Company relies on a variety of measures to protect and enhance its intellectual property portfolio, including trademarks, trade secrets and restrictions on disclosure, and undertakes other measures to control access to and distribution of its proprietary and confidentiality information. However, such measures may not prevent misappropriation of the Company’s proprietary or confidential information or infringement, misappropriation or other violations of its intellectual property rights. Additionally, the Company’s competitors or other third parties may allege that the Company’s systems, processes or technologies (or that the Company’s use of its third-party service providers’ systems, processes or technologies) infringe upon, misappropriate or otherwise violation their intellectual property rights. If the Company’s intellectual property rights are infringed or misappropriated, or if the Company’s competitors or other third parties prevail in any intellectual property-related litigation against the Company, the Company could suffer a competitive disadvantage, be prevented from using technology important to its business for which there may be no appropriate alternative technology available at a commercially reasonable price or at all, lose significant revenues, include significant license, royalty, technology development or other expenses, or pay significant damages, all of which could have a material adverse effect on the Company’s business, financial condition and results of operations.

The Company’s business relies on systems, employees, service providers, and other third parties, and failures or errors by any of them or other operational risks associated with the Company’s reliance on third parties could adversely affect the Company. The Company relies on hosted and on-premises systems, employees, service providers, and other third parties to properly oversee, administer, and process a high volume of transactions and otherwise support the Company’s day-to-day operations. This gives rise to meaningful operational

risk—including the risk of fraud by employees or outside parties, unauthorized access to the Company’s premises or systems, errors in processing, use of or integration with artificial intelligence, failures of technology, breaches of internal controls or compliance safeguards, malware and other security or hacking incidents, inadequate integration of acquisitions, human or software errors, design or performance issues, capacity constraints or unexpected transaction volumes, unavailability of systems and services, including due to electrical or telecommunications outages, bad weather, acts of terrorism or the like, and other breakdowns in business continuity plans or acts of misconduct.

The Company relies on the business infrastructure and technology systems of third parties (and their supply chains) with which it does business and/or to whom it outsources the operation, maintenance and development of its key information technology and communications systems as well as other key components of its business operations. If the Company or its service providers fail to architect, administer or oversee such infrastructure or systems in a well-managed, secure and effective manner, or if such infrastructure or systems become unavailable, are disrupted, fail to scale, do not operate as designed or expected, or do not meet their service level agreements for any reason, the Company may experience unplanned service disruption or unforeseen costs which could result in material harm to the Company’s business and operations. The Company must successfully develop and maintain information, financial reporting, disclosure, privacy, data protection, data security, artificial intelligence, and other controls adapted to the Company’s reliance on outside platforms and providers. The Company faces a risk that its third-party service providers might be unable or unwilling to continue to provide these or other services to meet its current or future needs in an efficient, cost-effective, or favorable manner or may terminate or seek to terminate their contractual relationships with the Company. In addition, service providers or solutions utilizing artificial intelligence are subject to uncertain and evolving laws and regulations, unique data, confidentiality and privacy risks, and the potential for unexpected operational results that are not insignificant. Despite reasonable efforts, the Company's risk management framework may not be sufficiently effective in managing the risk of artificial intelligence usage, which could result in significant operational, financial, legal and reputational risk for the Company. In addition, service providers utilizing third-party technology or other intellectual property in connection with their provision of services may face allegations of misappropriation, misuse, infringement or other intellectual property rights violations, which could result in the Company losing access to such technology or services. Any transition to alternative third-party service providers or internal solutions may be difficult to implement, may cause the Company to incur significant time and expense and may disrupt or degrade the Company’s ability to deliver its products and services. Thus, the infrastructure and systems that are outsourced to third-party service providers may increase the Company’s risk exposure.

The soundness, and other real or perceived risks, of other financial institutions could adversely affect the Company. Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S. Treasury market could have a negative impact on perceptions about the strength and soundness of the Company’s business even if the Company is not subject to the same adverse developments. In addition, adverse developments with respect to third parties with whom the Company has important relationships could also negatively impact perceptions about the Company. These perceptions about the Company could cause its business to be negatively affected and exacerbate the other risks that the Company faces.

The Company may be impacted by actual or perceived soundness of other financial institutions, including as a result of the financial or operational failure of a major financial institution, or concerns about the creditworthiness of such a financial institution or its ability to fulfill its obligations, which can cause substantial and cascading disruption within the financial markets and increased expenses, including FDIC insurance premiums, and could affect the Company’s ability to attract and retain depositors and to borrow or raise capital. For example, during 2023 the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank. In addition, there has been, and there may continue to be in the future, negative market impacts on many financial institutions in the industry for the perceived risks associated with extensions of credit to non-depository financial institutions, regardless of the actual risk for any particular financial institution. The failure or risks of other banks and financial institutions, and the measures taken by governments, businesses, and other organizations in response to those events, could adversely impact the Company’s business, financial condition and results of operations.

The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated because of trading, clearing, counterparty and other relationships. The Company routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, the FHLB, commercial banks, investment banks, payment processors, and other institutional clients, which may result in payment obligations to

the Company or to its clients due to products it has arranged. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and losses of depositor, creditor, and counterparty confidence and could lead to losses or defaults by the Company or by other institutions. Many of these transactions expose the Company to credit and market risk that may cause its counterparty or client to default. In addition, the Company is exposed to market risk when the collateral it holds cannot be realized or is liquidated at prices not sufficient to recover the full amount of the secured obligation. Any losses arising from such occurrences could materially and adversely affect the Company’s business, results of operations or financial condition.

The Company is heavily reliant on technology, and a failure or delay in effectively implementing technology initiatives or anticipating future technology needs or demands could adversely affect the Company’s business or performance. Like most financial-services companies, the Company significantly depends on technology to deliver its products and other services and to otherwise conduct business. The financial services industry is undergoing rapid technological change with frequent introductions of new technology-driven products and services. To remain technologically competitive and operationally efficient, the Company invests in system upgrades, new solutions, and other technology initiatives, including for both internally and externally hosted solutions. Many of these initiatives are of significant duration, are tied to critical systems, and require substantial internal and external resources. Furthermore, to the extent these initiatives may implicate new technologies or solutions such as those related to artificial intelligence or automation, additional risk may be present. Although the Company takes steps to mitigate the risks and uncertainties associated with these initiatives, there is no guarantee that they will be implemented on time, within budget, or without negative operational or customer impact. The Company also may not succeed in anticipating its future technology needs, the technology demands of its customers, or the competitive landscape for technology. In addition, the Company relies upon the expertise and support of service providers to help implement, maintain and/or service certain of its core technology solutions. If the Company cannot effectively manage these service providers, the service parties fail to materially perform, or the Company was to falter in any of the other noted areas, its business or performance could be negatively impacted.

Negative publicity outside of the Company’s control, or its failure to successfully manage issues arising from its conduct or in connection with the financial-services industry generally, could damage the Company’s reputation and adversely affect its business or performance. The performance and value of the Company’s business could be negatively impacted by any reputational harm that it may suffer. This harm could arise from negative publicity outside of its control or its failure to adequately address issues arising from its own conduct or in connection with the financial-services industry generally. Financial services companies are highly vulnerable to reputational damage when they are found to have harmed customers, particularly retail customers, through conduct that is seen as illegal, unfair, deceptive, abusive, manipulative, or otherwise wrongful. Risks to the Company’s reputation could arise in any number of contexts—for example, cyber incidents and other security breaches, mergers and acquisitions, lending or investment-management practices, actual or potential conflicts of interest, failures to prevent money laundering, corporate governance, and unethical behavior and practices committed by Company employees or competitors in the financial services industry.

In addition, the speed with which information spreads through news, social media and other sources, including on the internet, means that negative information about the Company can rapidly have a broadly adverse impact on its reputation. This is true whether or not the information is accurate. Once information has gone viral, it can be difficult to counter it effectively, either by correcting inaccuracies or communicating remedial steps taken for actual issues. The potential impact of negative information going viral and the ease with which customers transact means that material reputational harm can result from a single discrete or isolated incident.

The Company faces intense competition from other financial-services and financial-services technology companies, and competitive pressures could adversely affect the Company’s business or performance. The Company faces intense competition in each of its business segments and in all of its markets and geographic regions, and the Company expects competitive pressures to intensify in the future—especially in light of recent legislative and regulatory initiatives, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies. Competition with financial-services technology companies, including those related to digital currencies or cryptocurrencies (including stablecoins), or technology companies partnering with financial-services companies, may be particularly intense, due to, among other things, differing regulatory environments. For example, the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (GENIUS Act) provides a legal framework for stablecoins to be issued in the United States, which may lead to new and increased competition for funds that may have otherwise been, or currently are, deposits with banks, such as the Bank. See “Competition” in Part I, Item 1 of this report.

Competitive pressures may drive the Company to take actions that the Company might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers. These pressures also may accelerate actions that the Company might otherwise elect to defer, such as substantial investments in technology or infrastructure. The Company has certain businesses that utilize wholesale models which can lead to customer concentrations for those businesses that, if negatively impacted by new entrants, competitive pressures, or consolidations, could affect the Company’s fee income. Whatever the reason, actions that the Company takes in response to competition may adversely affect its results of operations and financial condition. These consequences could be exacerbated if the Company is not successful in introducing new products and other services, achieving market acceptance of its products and other services, developing and maintaining a strong customer base, or prudently managing expenses. See risk below “The financial services industry is rapidly evolving and the Company may not be successful in introducing new products or services on a large scale in response to these changes.”

The financial services industry is rapidly evolving and the Company may not be successful in introducing new products or services on a large scale in response to these changes. Technological changes continue to significantly impact the financial services industry. For example, the Company may be unsuccessful in deploying new technologies to strengthen its credit underwriting capabilities, enhance the effectiveness of its marketing efforts, enhance customer service, drive efficiencies in back-office functions or reduce fraud. The competitive mobile, e-wallet and tokenization spaces are expected to continue to bring risks and opportunities to digital banking business.

The process of developing new products and services or enhancing the Company’s existing products and services is complex, costly and uncertain. Difficulties or delays in the development, production, testing and marketing of new products or services may be caused by a number of factors including, among other things, operational, capital and regulatory constraints. The occurrence of such difficulties may affect the success of the Company’s products or services. Developing unsuccessful products and services could result in financial losses as well as decreased capital availability. In addition, the new products and services offered may not be adopted by consumers or financial institution customers. Also, the success of a new product or service may depend upon the Company’s ability to deliver it on a large scale, which may require a significant capital investment that it may not be in a position to make. If the Company is unable to successfully introduce and support new income-generating products and services while also managing expenses, it may impact its ability to compete effectively and materially adversely affect the Company’s business, financial condition and results of operations.

The Company may not be able to realize the full anticipated benefits of the acquisition of HTLF. Following consummation of the acquisition of HTLF, the Company developed and implemented strategies to fully integrate with HTLF. The Company completed the conversion of systems and procedures during the fourth quarter of 2025. The ability to fully realize the remaining anticipated benefits of the acquisition is subject to the Company’s ability to support its consolidated operations, foster a cohesive corporate culture and further eliminate redundancies and costs. In doing so, the Company may encounter difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as:

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the loss of key employees;

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customer dissatisfaction with the new, combined operations and business;

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incompatibilities in corporate culture following conversion and combined operations;

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inability to maintain and increase competitive presence;

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loan and deposit attrition, customer loss and revenue loss;

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unexpected issues with operations, personnel, third-party service providers, and credit; and/or

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inconsistent application of standards, controls, procedures and policies.

Disruption to the businesses resulting from the Company's continued efforts could cause customers, including depositors, to move their business to a competing financial institution.

Further, the Company acquired HTLF with the expectation that the acquisition will result in various benefits including, among other things, benefits relating to enhanced revenues, a strengthened market position for the combined company, cross selling opportunities, technological efficiencies, cost savings and operating efficiencies. Achieving the anticipated benefits of the acquisition of HTLF remains subject to a number of uncertainties,

including general competitive factors in the marketplace. Failure to achieve these anticipated benefits on the anticipated timeframe, or at all, could result in a reduction in the price of the Company’s common stock as well as in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy and could materially and adversely affect the Company’s business, financial condition and operating results. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

The Company has incurred significant transaction and acquisition-related costs in connection with the acquisition of HTLF. The Company has incurred significant non-recurring costs associated with combining the operations of HTLF with its operations. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs and other related costs. Although the Company expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, may offset incremental transaction and acquisition-related costs over time, this net benefit may not be achieved in the near term, or at all.

The market price for the Company’s common stock following the acquisition of HTLF may be affected by factors different from those that historically have affected the Company’s common stock. Following the acquisition and conversion of HTLF, the Company is now subject to risks related to HTLF’s historical business and has taken on its loans, investments and other obligations. This increased the Company’s credit risk and, if such obligations are not repaid or losses are incurred on such obligations, there could be material and adverse effects on the Company’s business. Additionally, where the Company’s historical business and HTLF’s historical business overlap, any risks the Company faces may be increased due to the acquisition of HTLF. For example, HTLF’s loan portfolio has a large concentration of commercial real estate loans, which the Company has added to its existing portfolio. This may exacerbate the risks the Company already undertakes with its own historical portfolio comprised meaningfully of commercial real estate loans and may result in new ones. Additionally, the value of real estate can fluctuate significantly in a short period of time as a result of market conditions in any of the geographic bank markets in which such real estate is located, as well as because funds are advanced based on estimates of costs and the estimated value of the completed project and therefore have a greater risk of default in a weaker economy. Construction projects require prudent underwriting including determination of a borrower’s ability to complete the project, while staying within budget and on time in accordance with construction plans. Economic events, supply chain issues, labor market disruptions, and other factors outside the Company’s control, or that of the borrowers, could negatively impact the future cash flow and market values of affected properties.

The future results of the Company following the acquisition of HTLF may suffer if the Company does not effectively manage its expanded operations. As a result of the acquisition of HTLF, the size of the business of the Company increased significantly. The Company’s future success depends, in part, upon its success in continuing to manage the expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity. The Company may also face additional or different regulatory requirements and scrutiny from governmental authorities as a result of the expanded business operations. The Company’s failure to meet such expectations may expose it to regulatory enforcement actions and civil penalties which could have an adverse material impact on the Company’s business, financial condition, operations and reputation and could jeopardize the Company’s ability to pursue acquisition opportunities.

There can be no assurances that the Company will be successful following the acquisition of HTLF or that it will realize the expected operating efficiencies, cost savings or other benefits currently anticipated from the acquisition of HTLF.

The Company’s internal controls, risk-management and compliance programs or functions may not be effective in identifying and mitigating risk and loss. The Company maintains standards on internal controls (including over financial reporting), and related disclosures which are regularly reviewed by management, as well as an enterprise risk-management program that is designed to identify, quantify, monitor, report, and control the risks that it faces. These include interest-rate risk, credit risk, liquidity risk, market risk, operational risk, reputational risk, and compliance risk. The Company also maintains a compliance program to identify, measure, assess, and report on its adherence to applicable law, policies, and procedures. While the Company assesses and strives to improve these controls and programs on an ongoing basis, there can be no assurance that its frameworks or models for risk management, compliance, and related controls will effectively mitigate risk and limit losses in its business. If conditions or circumstances arise that expose flaws or gaps in the Company’s risk-management or compliance programs or if its controls break down, the performance and value of the Company’s business could be adversely

affected. The Company could be negatively impacted as well if, despite programs being in place, its risk-management or compliance personnel are ineffective in executing them and mitigating risk and loss.

Some of the Company’s methods of managing risks are based upon use of observed historical market behavior, the use of analytical and/or forecasting models and management’s judgment. These methods may not accurately predict future exposures, which could be significantly greater than the historical measures or modes indicate. For example, credit risk is inherent in the financial services business and results from, among other things, extending credit to customers. The Company’s ability to assess the creditworthiness of its customers may be impaired if the models and approaches used to select, manage and underwrite consumer and commercial customers become less predictive of future charge-offs due to, for example, rapid changes in the economy.

If the Company’s subsidiaries are unable to make dividend payments or distributions to the Company, it may be unable to satisfy its obligations to counterparties or creditors or make dividend payments to its stockholders. The Company is a legal entity separate and distinct from its bank and nonbank subsidiaries and depends on dividend payments and distributions from those subsidiaries to fund its obligations to counterparties and creditors and its dividend payments to stockholders. See “Regulation and Supervision—Requirements Affecting the Relationships among the Company, Its Subsidiaries, and Other Affiliates” in Part I, Item 1 of this report. Any of the Company’s subsidiaries, however, may be unable to make dividend payments or distributions to the Company, including as a result of a deterioration in the subsidiary’s performance, investments in the subsidiary’s own future growth, or regulatory or supervisory requirements. If any subsidiary were unable to remain viable as a going concern, moreover, the Company’s right to participate in a distribution of assets would be subject to the prior claims of the subsidiary’s creditors (including, in the case of the Bank, its depositors and the FDIC).

An inability to attract, retain, or motivate qualified employees could adversely affect the Company’s business or performance. Skilled employees are the Company’s most important resource, and competition for talented people is intense. Even though compensation is among the Company’s highest expenses, it may not be able to locate and hire the best people, keep them with the Company, or properly motivate them to perform at a high level. Recent scrutiny of compensation practices, especially in the financial-services industry, has made this only more difficult. In addition, some parts of the Company’s business are particularly dependent on key personnel, including investment management, asset servicing, and commercial lending. If the Company were to lose and find itself unable to replace these personnel or other skilled employees, or if the competition for talent drove its compensation costs to unsustainable levels, the Company’s business, results of operations, and financial condition could be negatively impacted.

The Company is subject to a variety of litigation and other proceedings, which could adversely affect its business or performance. The Company is involved from time to time in a variety of judicial, alternative-dispute, and other proceedings arising out of its business or operations. Additionally, the Company may incur costs in connection with the defense or settlement of any shareholder or stockholder lawsuits resulting from its acquisition of HTLF. The Company establishes reserves for claims when appropriate under generally accepted accounting principles, but costs often can be incurred in connection with a matter before any reserve has been created. The Company also maintains insurance policies to mitigate the cost of litigation and other proceedings, but these policies have deductibles, limits, and exclusions that may diminish their value or efficacy. Despite the Company’s efforts to appropriately reserve for claims and insure its business and operations, the actual costs associated with resolving a claim may be substantially higher than amounts reserved or covered. Substantial legal claims, even if not meritorious, could have a detrimental impact on the Company’s business, results of operations, and financial condition and could cause reputational harm.

Changes in accounting standards could impact the Company’s financial statements and reported earnings. Accounting standard-setting bodies, such as the Financial Accounting Standards Board, periodically change the financial accounting and reporting standards that affect the preparation of the Company’s Consolidated Financial Statements. These changes are beyond the Company’s control and could have a meaningful impact on its Consolidated Financial Statements.

The Company’s selection of accounting methods, assumptions, and estimates could impact its financial statements and reported earnings. To comply with generally accepted accounting principles, management must sometimes exercise judgment in selecting, determining, and applying accounting methods, assumptions, and estimates. This can arise, for example, in the determination of the allowance for credit losses. Furthermore, accounting methods, assumptions and estimates are part of acquisition purchase accounting and the calculation of the fair value of assets and liabilities that have been purchased, including credit-impaired loans. The judgments

required of management can involve difficult, subjective, or complex matters with a high degree of uncertainty, and several different judgments could be reasonable under the circumstances and yet result in significantly different results being reported. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of this report. If management’s judgments are later determined to have been inaccurate, the Company may experience unexpected losses that could be substantial.

The Company’s ability to engage in opportunistic mergers and acquisitions is subject to significant risks, including the risk that government authorities will not provide the requisite approvals, the risk that integrating acquisitions may be more difficult, costly, or time consuming than expected, and the risk that the value of acquisitions may be less than anticipated. The Company may make opportunistic acquisitions of other financial-services companies or businesses from time to time. These acquisitions may be subject to regulatory approval, and there can be no assurance that the Company will be able to obtain that approval in a timely manner or at all. Even when the Company is able to obtain regulatory approval, the failure of other closing conditions to be satisfied or waived could delay the completion of an acquisition for a significant period of time or prevent it from occurring altogether. In addition, regulatory authorities may impose conditions on the completion of the acquisition or require changes to its terms that materially affect the terms of the transaction or the Company’s ability to capture some of the opportunities presented by the transaction. Any failure or delay in, or imposition of conditions on, closing an acquisition could adversely affect the Company’s reputation, business, results of operations, financial condition, or prospects.

Moreover, the standards by which bank and financial institution acquisitions will be evaluated may be subject to change. Additionally, acquisitions involve numerous risks and uncertainties, including lower-than-expected performance or higher-than-expected costs, difficulties related to integration, diversion of management’s attention from other business activities, changes in relationships with customers or counterparties, and the potential loss of key employees. An acquisition also could be dilutive to the Company’s current stockholders if preferred stock, common stock, or securities convertible into preferred stock or common stock were issued to fully or partially pay or fund the purchase price. The Company, moreover, may not be successful in identifying acquisition candidates, integrating acquired companies or businesses, or realizing the expected value from acquisitions. There is significant competition for valuable acquisition targets, and the Company may not be able to acquire other companies or businesses on attractive terms or at all. Further, the Company’s ability to complete future acquisitions may depend on factors outside its control, including changes in the presidential administration or in one or both houses of Congress. There can be no assurance that the Company will pursue future acquisitions, and the Company’s ability to grow and successfully compete in its markets and regions may be impaired if it chooses not to pursue, or is unable to successfully complete, acquisitions.

The Company faces risks in connection with its strategic undertakings and new business initiatives. The Company is engaged, and may in the future engage, in strategic activities including acquisitions, joint ventures, partnerships, investments or other business growth initiatives or undertakings. There can be no assurance that the Company will successfully identify appropriate opportunities, that it will be able to negotiate or finance such activities or that such activities, if undertaken, will be successful. The Company is focused on its long-term growth and has undertaken various strategic activities and business initiatives, some of which may involve activities that are new to it. For example, in the future the Company may engage in or focus on new lines of business, financial technologies, and other activities that are outside of its current product offerings. These new initiatives may subject the Company to, among other risks, increased business, reputational and operational risk, as well as more complex legal, regulatory and compliance costs and risks. See risk above “The financial services industry is rapidly evolving and the Company may not be successful in introducing new products or services on a large scale in response to these changes.” Its ability to execute strategic activities and new business initiatives successfully will depend on a variety of factors. These factors likely will vary based on the nature of the activity but may include the Company’s success in integrating an acquired company or a new internally-developed growth initiative into its business, operations, services, products, personnel and systems, operating effectively with any partner with whom it elects to do business, meeting applicable regulatory requirements and obtaining applicable regulatory licenses or other approvals, hiring or retaining key employees, achieving anticipated synergies, meeting management's expectations, actually realizing the anticipated benefits of the activities, and overall general market conditions. The Company’s ability to address these matters successfully cannot be assured. In addition, its strategic efforts may divert resources or management's attention from ongoing business operations and may subject the Company to additional regulatory scrutiny and potential liability. If the Company does not successfully execute a strategic undertaking, it could adversely affect its business, financial condition, results of operations, reputation, or growth prospects.

Expectations around Environmental, Social and Governance practices, as well as climate change, and related legislative and regulatory initiatives may result in additional risk and operational changes and expenditures that could significantly impact the Company’s business. Companies are facing increased scrutiny from customers, regulators and other stakeholders with respect to their environmental, social and governance (ESG) practices and disclosures. Institutional investors, and investor advocacy groups, in particular, are increasingly focused on these matters, and expectations in many of these areas can vary widely. For example, certain federal and state laws and regulations related to ESG issues may include provisions that conflict with other laws and regulations, which may increase the Company’s costs or limit the Company’s ability to conduct business in certain jurisdictions. In particular, there is an increasing number of anti-ESG initiatives in the United States that may conflict with other regulatory requirements or the Company’s various stakeholders’ expectations. Such divergent, sometimes conflicting, views on ESG-related matters increase the risk that any action or lack thereof by the Company on such matters will be perceived negatively by some stakeholders. In addition, increased ESG related compliance costs could result in increases to the Company’s overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards, and fluctuations in or conflicts among these standards, could negatively impact the Company’s reputation, ability to do business with certain partners, and its stock price. New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure.

In addition to regulatory and investor expectations on environmental matters in general, the current and anticipated effects of climate change are creating, for some stakeholders, an increasing level of concern for the state of the global environment. In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions. In the United States, certain state legislatures and state regulatory agencies have proposed and advanced numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change, some of which conflict with other state or federal, initiatives or sentiments. In addition to the challenges of managing conflicting expectations of legislatures, agencies, and regulators with respect to climate change, measures designed to mitigate or bring awareness to climate change may result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require the Company to expend significant capital and incur compliance, operating, maintenance and remediation costs. Given the lack of empirical data on the credit and other financial risks posed by climate change, it is impossible to predict how climate change may impact the Company’s financial condition and operations; however, as a banking organization, the physical effects of climate change may present certain unique risks to the Company. For example, weather disasters, shifts in local climates and other disruptions related to climate change may adversely affect the value of real properties securing the Company’s loans, which could diminish the value of the Company’s loan portfolio. Such events may also cause reductions in regional and local economic activity that may have an adverse effect on the Company’s customers, which could limit the Company’s ability to raise and invest capital in these areas and communities, each of which could have a material adverse effect on the Company’s financial condition and results of operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved comments from the staff of the SEC required to be disclosed herein as of the date of this report.

ITEM 1C. CYBERSECURITY

Information security and privacy are an important part of the Company’s culture and foundational to its goal of delivering safe, secure and quality products and services. This philosophy is emphasized throughout the organization by its board of directors, senior leaders, officers, managers and associates to help promote a Company-wide culture of cybersecurity risk management.

Further, the Company operates within the highly regulated financial services industry, which is focused on the security, confidentiality, integrity, availability and privacy of information and information systems. The standards of the SEC, the GLBA, the General Data Protection Regulation (GDPR), and the Federal Financial Institution Examination Council (FFIEC) outline specific requirements regarding cybersecurity and data privacy for publicly traded and financial services companies. The Company has established information security and privacy policies focused on protecting the security, confidentiality, integrity, availability and privacy of information, which policies are designed to be compliant with SEC, GLBA, GDPR, state privacy regulations and FFIEC guidance, as applicable, and incorporate principles from the National Institute of Standards and Technology (NIST) and other industry best-practices where appropriate. The Company’s security and privacy practices are also subject to ongoing independent

oversight by multiple regulatory bodies including the OCC and the FRB, independent audits such as SOC I and SOC II, independent penetration testing of internal and external systems, independent security attestations of compliance with the requirements of the Society of Worldwide Interbank Financial Telecommunications (SWIFT) and the Federal Reserve (FedLine), and independent assessments in connection with the Company’s Payment Card Industry Data Security Standard (PCI DSS) obligations, as applicable.

As a financial institution, the Company collects, stores, and transmits sensitive, confidential, and proprietary data and other information, including intellectual property, business information, funds-transfer instructions, payment card data, and the personally identifiable information of its customers and employees (Sensitive Information). Sensitive Information can be of significant value to criminal actors, and, as described in the Company’s Risk Factors, cyber incidents and other security breaches involving this information at the Company, at the Company’s service providers or counterparties, or in the business community or markets, may negatively impact the Company’s business or performance.

The board of directors of the Company has oversight responsibility for the risk management policies of the Company’s global operations and the operation of the Company’s global risk management framework. The Board Risk Committee, comprised entirely of independent directors, assists the board of directors with this responsibility by, among other things, approving and periodically reviewing the risk management policies of the Company’s global operations, including statements of risk appetite, and adapting the Enterprise Risk Management Policy, when and as appropriate, to changes in the Company’s structure, risk profile, complexity, activities, or size. The combined Chief Information Security Officer and Chief Privacy Officer (CISO/CPO) supplies the Board, directly or through the Board Risk Committee, with regular reports, on at least a quarterly basis, on the operation of the information security and privacy components of this program, the related evolving risks to the Company’s businesses, and the controls and other mitigants utilized to manage those risks. Membership in the Board Risk Committee includes directors experienced at managing risk in various environments, including cybersecurity. Their expertise helps inform the Company’s cybersecurity and privacy program.

Management is responsible for the daily assessment and management of cybersecurity risks. This is accomplished through a variety of tools and mechanisms. The Company has strategically integrated cybersecurity and privacy risk management into its broader risk management framework. This integration ensures that cybersecurity and privacy considerations are an integral part of the Company's decision-making processes at multiple levels. The Company has appointed a qualified CISO/CPO, who reports to the Chief Administrative & Risk Officer (CARO) as part of independent risk management, who is responsible for establishing strategy and overseeing implementation of an integrated and proactive information security and privacy program. The CISO/CPO is also responsible for advising and partnering with the board of directors, management team, and lines of business to guide the management of cybersecurity, business continuity and resilience, physical information security, data privacy, third party and information governance risks. The CISO/CPO has more than two decades of global experience within the information security and privacy fields, a relevant bachelor’s degree from an accredited institution, and holds the National Association of Corporate Directors Directorship Certification, Certified Information Systems Security Professional (CISSP) and Certified Information Privacy Professional (CIPP/US) designations. The CISO/CPO manages a team of qualified professionals with relevant cybersecurity and privacy experience and expertise. The Company has also established a Technology, Operations, Privacy and Security Committee (TOPS) to oversee the business continuity and resilience, corporate security, fraud, information security, privacy, information technology, and third-party risk management (including emerging technology (e.g., artificial intelligence)) capabilities and risks of the Company and its business. The TOPS is co-chaired by the CISO/CPO and the Chief Information, Product & Bank Operations Officer, and includes the CARO, leadership across the lines of business, and a cross-functional team of risk, technology, privacy and legal experts to ensure an appropriate focus on business continuity and resilience, corporate security, fraud, information security, privacy, information technology, and third-party risk management matters. The TOPS serves as a sub-committee of the Company’s Enterprise Risk Committee (ERC), which is a sub-committee of the Board Risk Committee. The ERC is chaired by the CARO, and includes members of executive management and a cross-functional team of leaders experienced in managing risk. The TOPS and ERC receive quarterly briefings from the CISO/CPO on a variety of topics, including material changes in information security or privacy laws, the Company’s ongoing information security posture and compliance, and emerging risks. Company management and its committees may also engage with the CISO/CPO to discuss and receive additional reports regarding cybersecurity and privacy risks on a more frequent basis as appropriate.

Key Program Components

The Company has a vulnerability management program designed to assess and manage risk associated with vulnerabilities in its information systems from multiple perspectives, including: (i) an adversarial cyber risk assessment that aims to identify threats, vulnerabilities and controls and (ii) the scanning of external and internal information systems to identify software vulnerabilities. The vulnerability management program also assesses emerging and potential threats through dedicated threat intelligence capabilities that monitor attacks and breaches associated with financial institutions and key third-party service providers. The CISO/CPO utilizes the data to understand potential exposure to the Company and to take preventative action where appropriate.

The Company has an Incident Response Program (IRP) to support management of cybersecurity or privacy incidents, impact assessment (i.e., type and quantity of data impacted, materiality, etc.), and response coordination including with law enforcement and government agencies, and impacted parties. Notification procedures are aligned with applicable laws, regulatory and contractual requirements, including rules promulgated by the SEC, the GLBA, the GDPR and state privacy regulations. The Company’s IRP, led by the CISO/CPO, includes a cross-functional group of risk, technology, privacy and legal experts supplemented by third-party service providers, where necessary, to support the Company’s response to potential cybersecurity or privacy incidents. The IRP sets forth the framework to elevate cybersecurity or privacy issues to the CISO/CPO and when and how incidents are escalated and reported beyond the CISO/CPO, including to executive management and the Board Risk Committee. Depending on the incident, escalation to the full board of directors may also occur.

The Company has also implemented a third-party risk program to oversee and manage business continuity and resilience, information security and privacy risks associated with third-party relationships. The program includes the assessment of third parties that provide key services or will access, store, process, or transmit Sensitive Information during initial onboarding and throughout the lifecycle of the relationship, and management of applicable contractual provisions relating to confidentiality, integrity, availability and privacy obligations, including notification of incidents. The Company also leverages third-party services for advice, assessments, auditing, testing and support related to cybersecurity and information technology processes and services, where appropriate, that are also subject to the third-party risk program.

Notwithstanding the breadth of the Company’s information security and privacy program, it may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse impact. For a discussion of whether and how any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition, see Item 1A “Risk Factors”, which is incorporated by reference into this Item 1C.

ITEM 2. PROPERTIES

The Company's headquarters building is located at 1010 Grand Boulevard in downtown Kansas City, Missouri. The building opened in July 1986 and all 250,000 square feet are occupied by departments and customer service functions of the Bank, as well as administrative offices for the Company.

Other main facilities of the Bank in downtown Kansas City, Missouri are located at 928 Grand Boulevard (215,000 square feet) and 1008 Oak Street (200,000 square feet). The 928 Grand building houses administrative support functions for the Bank. The 1008 Oak building, which opened during 1999, houses the Company’s operations and data processing functions.

The Bank leases 42,403 square feet in the Hertz Building located at 2 South Broadway in the heart of the commercial sector of downtown St. Louis, Missouri. This location has a full-service banking center and is home to administrative support functions for the Bank.

The Bank also leases 34,681 square feet on the first, second, and fifth floors of the 1670 Broadway building located in the financial district of downtown Denver, Colorado. The location has a full-service banking center and is home to operational and administrative support functions for the Bank.

The Bank leases 86,721 square feet at 700 Locust in Dubuque, Iowa. This location provides retail and commercial banking services and corporate support services.

As of December 31, 2025, the Bank operated a total of 193 banking centers.

UMBFS leases 85,164 square feet at 235 West Galena Street in Milwaukee, Wisconsin, for its fund services operations. Additionally, UMBFS leases 18,655 square feet at 2225 Washington Boulevard in Ogden, Utah, and 8,339 square feet at 223 Wilmington West Chester Pike in Chadds Ford, Pennsylvania.

Additional information with respect to properties, premises and equipment is presented in Note 1, “Summary of Significant Accounting Policies,” and Note 8, “Premises, Equipment, and Leases,” in the Notes to the Consolidated Financial Statements in Item 8 of this report, and is hereby incorporated by reference herein.

ITEM 3. LEGAL PROCEEDINGS

In the normal course of business, the Company and its subsidiaries are named defendants in various legal proceedings. In the opinion of management, after consultation with legal counsel, none of these proceedings are expected to have a material effect on the financial position, results of operations, or cash flows of the Company.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The Company's common stock is traded on the NASDAQ Global Select Stock Market under the symbol "UMBF." As of February 20, 2026, the Company had 2,785 shareholders of record.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table provides information about common stock repurchase activity by the Company during the quarter ended December 31, 2025:

ISSUER PURCHASES OF EQUITY SECURITIES


Period	Total Number of Shares (or Units) Purchased (1)		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
October 1 - October 31, 2025		—	$	—		—		1,000,000
November 1 - November 30, 2025		515		106.88		—		1,000,000
December 1 - December 31, 2025		211		111.08		—		1,000,000
Total		726	$	108.10		—

(1) Includes shares acquired pursuant to the Company's share-based incentive programs. Under the terms of the Company's share-based incentive programs, the Company accepts previously owned shares of common stock surrendered to satisfy tax withholding obligations associated with equity compensation. These purchases do not count against the maximum value of shares remaining available for purchase under Repurchase Authorizations.

(2) Includes shares acquired under the Board of Directors approved Repurchase Authorization(s).

On April 29, 2025, the Company’s Board of Directors (the Board) authorized the repurchase of up to one million shares of the Company’s common stock, which will terminate on April 28, 2026 (a Repurchase Authorization). The Company has not made any repurchases other than through the Repurchase Authorization, but did acquire shares pursuant to the Company's share-based incentive programs. The Company is not currently engaging in repurchases. In the future, it may determine to resume repurchases. All share purchases pursuant to a Repurchase Authorization are intended to be within the scope of Rule 10b-18 promulgated under the Exchange Act. Rule 10b-18 provides a safe harbor for purchases in a given day if the Company satisfies the manner, timing and volume conditions of the rule when purchasing its own shares of common stock. For discussion of management's intentions regarding dividends, see “Results of Operations” in Part II, Item 7 and “Liquidity Risk” in Part II, Item 7A of this report.

Performance Graph

The performance graph below compares the cumulative total shareholder return on UMB Financial Corporation Common Stock with the cumulative total return on the equity securities of companies included in the Standard & Poor’s 500 Stock Index and the S&P US BMI Banks Index, measured at the last trading day of each year shown. The graph assumes an investment of $100 on December 31, 2020 and reinvestment of dividends. The performance graph represents past performance and should not be considered to be an indication of future performance.


Index	2020		2021		2022		2023		2024		2025
UMB Financial Corporation	$	100.00	$	156.04	$	124.88	$	127.64	$	175.31	$	181.34
S&P US BMI Banks Index	$	100.00	$	135.97	$	112.77	$	123.02	$	164.70	$	211.47
S&P 500 Index	$	100.00	$	128.71	$	105.40	$	133.10	$	166.40	$	196.16

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management’s Discussion and Analysis

This Management’s Discussion and Analysis highlights the material changes in the results of operations and changes in financial condition for each of the three years in the period ended December 31, 2025. It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements, and other financial statistics appearing elsewhere in this Annual Report on Form 10-K. Results of operations for the periods included in this review are not necessarily indicative of results to be attained during any future period.

CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

From time to time the Company has made, and in the future will make, 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 the Company’s expectations, intentions, or forecasts about future events, circumstances, results, or aspirations, in each case as of the date such forward-looking statements are made.

This report, including any information incorporated by reference in this report, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the SEC. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:

•

local, regional, national, or international business, economic, or political conditions or events;

•

changes in laws or the regulatory environment, including as a result of financial-services legislation or regulation;

•

changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;

•

the pace and magnitude of interest rate movements;

•

changes in accounting standards or policies;

•

shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;

•

changes in spending, borrowing, or saving by businesses or households;

•

the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;

•

changes in any credit rating assigned to the Company or its affiliates;

•

adverse publicity or other reputational harm to the Company;

•

changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;

•

the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;

•

the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;

•

changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;

•

the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;

•

judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;

•

the Company’s ability to address changing or stricter regulatory or other governmental supervision or requirements;

•

the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its capacity to withstand cyber-attacks;

•

the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal controls, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;

•

the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;

•

the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors, including technology changes with respects to digital assets;

•

an increase of competitors that provide products or services offered by the Company, including competitors that may be subject to different regulatory standards or requirements;

•

mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions and divest assets;

•

the Company’s ability to manage the expenses associated with the merger with HTLF and the impact these expenses may have on the Company’s financial results;

•

the benefits from the merger with HTLF may not be fully realized or may take longer to realize than expected;

•

the Company’s ability to promptly and effectively integrate the merger of HTLF;

•

the adequacy of the Company’s succession planning for key executives or other personnel;

•

the Company’s ability to grow revenue, control expenses, or attract and retain qualified employees;

•

natural disasters, war, terrorist activities and geopolitical tensions, including instability in the Middle East, Russia's military action in Ukraine and developments in Latin America, pandemics, and their effects on economic and business environment in which the Company operates;

•

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 and reputational harm to the U.S. banking system; or

•

other assumptions, risks, or uncertainties described in the Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does 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 as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature) that the Company may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

Results of Operations

Overview

On January 31, 2025, UMBF completed its previously announced acquisition of Heartland Financial, USA, Inc. (HTLF). The acquisition added assets with a fair value of approximately $16.1 billion, $9.7 billion of loans, net of the allowance for credit losses, and $14.3 billion of deposits. The combined company retains its #1 deposit market share in Missouri and now ranks in the top 10 in Colorado, New Mexico, Kansas, and Arizona. The impacts of the acquisition are significant drivers in the results for 2025.

The Company focuses on the following four core financial objectives. Management believes these objectives will guide its efforts to achieve its vision, to deliver the Unparalleled Customer Experience, all while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.

The first financial objective is to continuously improve operating efficiencies. The Company has focused on identifying efficiencies that simplify its organizational and reporting structures, streamline back-office functions and take advantage of synergies and newer technologies among various platforms and distribution networks. During the fourth quarter, the Company successfully completed the conversion of the technology and branding of HTLF customers. The Company has identified and expects to continue identifying ongoing efficiencies through the normal course of business that, when combined with increased revenue, will contribute to improved operating leverage. For 2025, total revenue increased 62.8%, and noninterest expense increased 58.1%, as compared to the previous year. Included in noninterest expense for 2025 is $142.0 million in acquisition-related expense. Revenue is also impacted by accretion and amortization of the fair value adjustments discussed in Note 20, “Acquisition” below. The Company continues to invest in technological advances that it believes will help management drive operating leverage in the future through improved data analysis and automation. The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies.

The second financial objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet. For 2025, net interest income increased $861.3 million, or 86.1%, as compared to the previous year. The Company has shown increased net interest income primarily driven by rate and mix changes related to the HTLF acquisition. Average earning assets increased $20.1 billion, or 49.2%, compared to 2024. Average loan balances increased $11.9 billion, coupled with an increase in average interest-bearing due from banks of $2.6 billion from the prior year. The funding for these assets was driven primarily by a 62.5% increase in average interest-bearing deposits and a 40.0% increase in noninterest-bearing deposits, partially offset by a 59.8% decrease in average borrowed funds. Net interest margin, on a fully tax-equivalent (FTE) basis, increased 59 basis points compared to the same period in 2024 in large part due to repricing and mix changes of loan balances and interest-bearing liabilities. Net interest spread increased by 84 basis points during the same period. The Company expects to see continued volatility in the economic markets resulting from governmental responses to inflation and recessionary signs in the economy, as well as uncertainty about the impacts of tariffs and related trade disputes. These changing conditions could have impacts on the balance sheet and income statement of the Company for 2026.

The third financial objective is to grow the Company’s revenue from noninterest sources. The Company seeks to grow noninterest revenues throughout all economic and interest rate cycles, while positioning itself to benefit in periods of economic growth. Noninterest income increased $161.9 million, or 25.8%, to $790.1 million for the year ended December 31, 2025, compared to the same period in 2024. The change is driven by increased HTLF-related fee income from trust income, deposit service charges, and bankcard fees. These changes are discussed in greater detail below under Noninterest income. For the year ended December 31, 2025, noninterest income represented 29.8% of total revenues, as compared to 38.6% for 2024. The recent economic changes have impacted fee income, especially those with assets tied to market values and interest rates.

The fourth financial objective is effective capital management. The Company places a significant emphasis on maintaining a strong capital position, which management believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. The Company continues to maximize shareholder value through a mix of reinvesting in organic growth, evaluating acquisition opportunities that complement the Company’s strategies, increasing dividends over time, and appropriately utilizing a share repurchase program. At December 31, 2025, the Company had a total risk-based capital ratio of 13.36% and $7.7 billion in total shareholders’ equity, an increase of $4.2 billion, or 121.9%, compared to total shareholders’ equity at December 31, 2024. The Company did not repurchase

shares of common stock during 2025 except for shares acquired pursuant to the Company's share-based incentive programs. In 2025, the Company declared $123.4 million in common dividends, which represents a 60.0% increase compared to dividends declared during 2024. In 2025, the Company declared $17.8 million in preferred dividends. The second quarter of 2025 includes the issuance of 12.0 million depositary shares, each representing a 1/400th interest in a share of the Company’s 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (the Series B Preferred Stock). During the third quarter of 2025, the Company completed the redemption of all of its outstanding 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A at the redemption price of $10,000 per share.

Earnings Summary

The Company recorded net income available to common shareholders of $684.6 million for the year ended December 31, 2025. This represents a 55.2% increase over 2024. Net income available to common shareholders for 2024 was $441.2 million, or an increase of 26.1% compared to 2023. Basic earnings per common share for the year ended December 31, 2025, were $9.35 per share compared to $9.05 per common share in 2024, an increase of 3.3%. Basic earnings per common share were $7.22 per share in 2023, or an increase of 25.3% from 2023 to 2024. Fully diluted earnings per common share increased 3.3% from 2024 to 2025 and increased 25.2% from 2023 to 2024. Return on average assets and return on average common shareholder’s equity for the year ended December 31, 2025 were 1.03% and 10.24%, respectively, compared to 1.02% and 13.24%, respectively, for the year ended December 31, 2024. Return on average assets and return on average common shareholder’s equity for the year ended December 31, 2023 were 0.88% and 12.23%, respectively.

The Company’s net interest income increased to $1.9 billion in 2025 compared to $1.0 billion in 2024 and $920.1 million in 2023. In total, net interest income increased $861.3 million, as compared to 2024, primarily driven by the HTLF acquisition, with a favorable volume variance of $611.3 million, a $250.0 million rate variance, and purchase accounting accretion income. See Table 2. The favorable volume variance on earning assets was predominantly driven by an increase of $20.1 billion, or 49.2%, in average earning assets. In 2025, average loan balances increased $11.9 billion, coupled with an increase in average interest-bearing due from banks of $2.6 billion as compared to 2024. Net interest margin, on an FTE basis, increased to 3.10% for 2025, compared to 2.51% for the same period in 2024, driven by repricing and mix changes from the HTLF acquisition, changes in short-term interest rates, and purchase accounting accretion income. Net interest spread increased by 84 basis points during the same period. The Company has seen a decrease in the benefit from interest-free funds as compared to 2024 driven by the changes in short-term interest rates. The impact of this benefit decreased 25 basis points compared to 2024 and is illustrated on Table 3. The magnitude and duration of this impact will be largely dependent upon the FRB’s policy decisions and market movements. See Table 21 in Item 7A for an illustration of the impact of an interest rate increase or decrease on net interest income as of December 31, 2025.

The provision for credit losses totaled $154.5 million for the year ended December 31, 2025, which is an increase of $93.5 million, or 153.1%, compared to the same period in 2024. Provision expense in 2025 included $62.0 million to establish an allowance for credit losses on the acquired loans designated as non-PCD loans at the close of the transaction. See Note 20, “Acquisition” below. The remainder of the increase in provision was driven by loan growth, portfolio credit metric changes, and changes in macro-economic metrics in the current period as compared to the prior periods. See further discussion in “Provision and Allowance for Credit Losses” in this report.

The Company had an increase of $161.9 million, or 25.8%, in noninterest income in 2025, as compared to 2024, and an increase of $86.3 million, or 15.9%, in 2024 compared to 2023. The increase in 2025 is primarily driven by increased trust and securities processing of $52.8 million, increased service charges on deposits of $28.7 million, increased bankcard fees of $26.1 million, and increased investment securities gains, net of $20.2 million. The increase in 2024 is primarily driven by increased trust and securities processing of $33.4 million, increased other income of $14.1 million, increased investment securities gains, net of $13.9 million, and increased bankcard fees of $13.1 million. The change in noninterest income in 2025 from 2024, and 2024 from 2023 is illustrated in Table 6.

Noninterest expense increased in 2025 by $596.1 million, or 58.1%, compared to 2024 and increased by $27.5 million, or 2.8%, in 2024 compared to 2023. The increase in 2025 is primarily driven by increases in salaries and employee benefit expense of $290.0 million, increased amortization of other intangible asset expense of $85.8 million, increased processing fees of $54.9 million, increased other expense of $58.6 million, and increased legal and consulting fees of $46.1 million. The increase in 2024 is primarily driven by increases in salaries and employee benefit expense of $40.5 million, increased legal and consulting fees of $16.2 million, increased processing fees of

$14.8 million, and increased bankcard expense of $11.3 million, partially offset by decreased regulatory fees of $45.1 million related to the FDIC special assessment. The increase in noninterest expense in 2025 from 2024, and 2024 from 2023 is illustrated in Table 7 and below under Noninterest Expense.

Net Interest Income

Net interest income is a significant source of the Company’s earnings and represents the amount by which interest income on earning assets exceeds the interest expense paid on liabilities. The volume of interest earning-assets and the related funding sources, the overall mix of these assets and liabilities, and the interest rates paid on each affect net interest income. Table 2 summarizes the change in net interest income resulting from changes in volume and rates for 2025, 2024 and 2023.

Net interest margin, presented in Table 1, is calculated as net interest income on a fully tax-equivalent basis as a percentage of average earning assets. Net interest income is presented on a tax-equivalent basis to adjust for the tax-exempt status of earnings from certain loans and investments, which are primarily obligations of state and local governments. A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest-free sources. Table 3 analyzes net interest margin for the three years ended December 31, 2025, 2024 and 2023. Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 2023 through 2025 are presented in Table 1 below.

The following table presents, for the periods indicated, the average earning assets and resulting yields, as well as the average interest-bearing liabilities and resulting yields, expressed in both dollars and rates.

Table 1

THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)

(in millions)


	2025								2024
	Average Balance			Interest Income/ Expense (1)		Rate Earned/ Paid (1)			Average Balance			Interest Income/ Expense (1)		Rate Earned/ Paid (1)
ASSETS
Loans and loans held for sale (FTE) (2) (3)	$	36,069.3		$	2,415.6		6.70	%	$	24,212.6		$	1,613.2		6.66	%
Securities:
Taxable		13,844.2			504.6		3.65			9,290.8			257.6		2.77
Tax-exempt (FTE)		4,284.5			162.7		3.80			3,634.6			124.9		3.44
Total securities		18,128.7			667.3		3.68			12,925.4			382.5		2.96
Federal funds sold and resell agreements		777.2			38.2		4.91			303.1			17.6		5.82
Interest-bearing due from banks		6,095.3			264.9		4.35			3,482.4			182.1		5.23
Other earning assets (FTE)		17.2			1.2		6.79			22.3			1.5		6.53
Total earning assets (FTE)		61,087.7			3,387.2		5.54			40,945.8			2,196.9		5.37
Allowance for credit losses		(369.5	)							(235.4	)
Cash and due from banks		723.2								459.6
Other assets		4,814.7								2,019.8
Total assets	$	66,256.1							$	43,189.8

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing demand and savings deposits	$	37,721.0		$	1,213.9		3.22	%	$	22,949.6		$	882.6		3.85	%
Time deposits under $250,000		1,034.7			38.9		3.76			1,113.1			65.4		5.88
Time deposits of $250,000 or more		2,226.1			83.7		3.76			1,161.5			34.3		2.95
Total interest-bearing deposits		40,981.8			1,336.5		3.26			25,224.2			982.3		3.89
Short-term debt		—			—		—			1,063.4			53.4		5.02
Long-term debt		581.5			46.8		8.05			384.2			27.8		7.24
Federal funds purchased		87.0			3.8		4.20			80.1			4.1		5.05
Securities sold under agreements to repurchase		2,735.0			105.0		3.84			2,258.4			102.5		4.54
Total interest-bearing liabilities		44,385.3			1,492.1		3.36			29,010.3			1,170.1		4.03
Noninterest-bearing demand deposits		14,105.6								10,077.2
Other		871.4								769.5
Total		59,362.3								39,857.0
Total shareholders' equity		6,893.8								3,332.8
Total liabilities and shareholders' equity	$	66,256.1							$	43,189.8
Net interest income (FTE)				$	1,895.1							$	1,026.8
Net interest spread (FTE)							2.18	%							1.34	%
Net interest margin (FTE)							3.10	%							2.51	%

(1)

Interest income and yields are stated on an FTE basis, using a federal income tax rate of 21% for 2025, 2024, and 2023. The tax-equivalent interest income and yields give effect to tax-exempt interest income net of the disallowance of interest expense, for federal income tax purposes related to certain tax-free assets. Rates earned/paid may not compute to the rates shown due to presentation in millions. The tax-equivalent interest income totaled $32.9 million, $25.9 million, and $26.4 million in 2025, 2024, and 2023, respectively.

(2)

Loan fees are included in interest income. Such fees totaled $24.5 million, $21.4 million, and $17.7 million in 2025, 2024, and 2023, respectively.

(3)

Loans on nonaccrual are included in the computation of average balances. Interest income on these loans is also included in loan income.

THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis)

(in millions)


	2023
	Average Balance			Interest Income/ Expense (1)		Rate Earned/ Paid (1)
ASSETS
Loans and loans held for sale (FTE) (2) (3)	$	22,337.1		$	1,400.2		6.27	%
Securities:
Taxable		9,097.1			215.0		2.36
Tax-exempt (FTE)		3,790.9			128.2		3.38
Total securities		12,888.0			343.2		2.66
Federal funds sold and resell agreements		316.1			17.7		5.58
Interest-bearing due from banks		2,046.4			103.2		5.04
Other earning assets (FTE)		14.0			0.8		5.65
Total earning assets (FTE)		37,601.6			1,865.1		4.96
Allowance for credit losses		(216.2	)
Cash and due from banks		456.6
Other assets		1,888.3
Total assets	$	39,730.3

LIABILITIES AND SHAREHOLDERS' EQUITY
Interest-bearing demand and savings deposits	$	18,374.9		$	588.3		3.20	%
Time deposits under $250,000		1,967.0			92.4		4.70
Time deposits of $250,000 or more		780.4			23.5		3.01
Total interest-bearing deposits		21,122.3			704.2		3.33
Short-term debt		1,929.0			96.4		5.00
Long-term debt		382.3			25.0		6.54
Federal funds purchased		170.0			8.4		4.97
Securities sold under agreements to repurchase		2,005.4			84.6		4.22
Total interest-bearing liabilities		25,609.0			918.6		3.59
Noninterest-bearing demand deposits		10,640.4
Other		618.2
Total		36,867.6
Total shareholders' equity		2,862.7
Total liabilities and shareholders' equity	$	39,730.3
Net interest income (FTE)				$	946.5
Net interest spread (FTE)							1.37	%
Net interest margin (FTE)							2.52	%

Table 2

RATE-VOLUME ANALYSIS (in thousands)

This analysis attributes changes in net interest income either to changes in average balances or to changes in average interest rates for earning assets and interest-bearing liabilities. The change in net interest income that is due to both volume and interest rate has been allocated to volume and interest rate in proportion to the relationship of the absolute dollar amount of the change in each. All interest rates are presented on a tax-equivalent basis and give effect to tax-exempt interest income net of the disallowance of interest expense for federal income tax purposes, related to certain tax-free assets. The loan average balances and rates include nonaccrual loans.


Average Volume				Average Rate							Increase (Decrease)
2025		2024		2025			2024			2025 vs. 2024	Volume			Rate			Total
										Change in interest earned on:
$	36,069,274	$	24,212,645		6.70	%		6.66	%	Loans	$	793,969		$	8,362		$	802,331
										Securities:
	13,844,165		9,290,809		3.65			2.77		Taxable		150,427			96,641			247,068
	4,284,530		3,634,588		3.80			3.44		Tax-exempt		19,416			11,415			30,831
	777,206		303,096		4.91			5.82		Federal funds and resell agreements		23,663			(3,139	)		20,524
	6,095,348		3,482,402		4.35			5.23		Interest-bearing due from banks		117,812			(35,042	)		82,770
	17,183		22,311		6.79			6.53		Trading securities		(314	)		61			(253	)
	61,087,706		40,945,851		5.54			5.37		Total		1,104,973			78,298			1,183,271
										Change in interest incurred on:
	40,981,808		25,224,201		3.26			3.89		Interest-bearing deposits		534,499			(180,252	)		354,247
	87,035		80,017		4.20			5.05		Federal funds purchased		334			(713	)		(379	)
	2,735,011		2,258,438		3.84			4.54		Securities sold under agreements to repurchase		19,708			(17,183	)		2,525
	581,469		1,447,646		8.05			5.61		Borrowed Funds		(60,858	)		26,423			(34,435	)
$	44,385,323	$	29,010,302		3.36	%		4.03	%	Total		493,683			(171,725	)		321,958
										Net interest income	$	611,290		$	250,023		$	861,313


Average Volume				Average Rate							Increase (Decrease)
2024		2023		2024			2023			2024 vs. 2023	Volume			Rate			Total
										Change in interest earned on:
$	24,212,645	$	22,337,119		6.66	%		6.27	%	Loans	$	121,804		$	91,183		$	212,987
										Securities:
	9,290,809		9,097,110		2.77			2.36		Taxable		4,664			37,917			42,581
	3,634,588		3,790,921		3.44			3.38		Tax-exempt		(4,989	)		2,167			(2,822	)
	303,096		316,072		5.82			5.58		Federal funds and resell agreements		(739	)		720			(19	)
	3,482,402		2,046,349		5.23			5.04		Interest-bearing due from banks		74,976			3,979			78,955
	22,311		14,030		6.53			5.65		Trading securities		491			131			622
	40,945,851		37,601,601		5.37			4.96		Total		196,207			136,097			332,304
										Change in interest incurred on:
	25,224,201		21,122,305		3.89			3.33		Interest-bearing deposits		149,076			129,016			278,092
	80,017		169,997		5.05			4.97		Federal funds purchased		(4,538	)		135			(4,403	)
	2,258,438		2,005,418		4.54			4.22		Securities sold under agreements to repurchase		11,179			6,756			17,935
	1,447,646		2,311,238		5.61			5.25		Borrowed Funds		(47,986	)		7,890			(40,096	)
$	29,010,302	$	25,608,958		4.03	%		3.59	%	Total		107,731			143,797			251,528
										Net interest income	$	88,476		$	(7,700	)	$	80,776

Table 3

ANALYSIS OF NET INTEREST MARGIN (in thousands)


	2025			2024			2023
Average earning assets	$	61,087,706		$	40,945,851		$	37,601,601
Interest-bearing liabilities		44,385,323			29,010,302			25,608,958
Interest-free funds	$	16,702,383		$	11,935,549		$	11,992,643
Free funds ratio (interest free funds to average earning assets)		27.34	%		29.15	%		31.89	%
Tax-equivalent yield on earning assets		5.54	%		5.37	%		4.96	%
Cost of interest-bearing liabilities		3.36			4.03			3.59
Net interest spread		2.18	%		1.34	%		1.37	%
Benefit of interest-free funds		0.92			1.17			1.15
Net interest margin		3.10	%		2.51	%		2.52	%

The Company experienced an increase in net interest income of $861.3 million, or 86.1%, for the year ended December 31, 2025, compared to 2024. This follows an increase of $80.8 million, or 8.8%, for the year ended December 31, 2024, compared to 2023. Average earning assets for the year ended December 31, 2025 increased by $20.1 billion, or 49.2%, compared to the same period in 2024. Net interest margin, on a tax-equivalent basis, increased to 3.10% for 2025 compared to 2.51% in 2024.

The Company funds a significant portion of its balance sheet with noninterest-bearing demand deposits. Noninterest-bearing demand deposits represented 28.3%, 31.6% and 33.9% of total outstanding deposits as of December 31, 2025, 2024 and 2023, respectively. The decrease in 2025 is driven by mix shifts in deposits related to the HTLF acquisition. As illustrated in Table 3, the impact from these interest-free funds was 92 basis points in 2025, as compared to 117 basis points in 2024 and 115 basis points in 2023.

The Company experienced an increase in net interest income during 2025 due to a volume variance of $611.3 million and a rate variance of $250.0 million. The average rate on earning assets during 2025 increased by 17 basis points, while the average rate on interest-bearing liabilities decreased by 67 basis points, resulting in a 84 basis-point increase in spread. The volume of loans increased from an average of $24.2 billion in 2024 to an average of $36.1 billion in 2025, driven by the acquisition of HTLF and organic loan growth. The volume of interest-bearing liabilities increased from $29.0 billion in 2024 to $44.4 billion in 2025. The Company expects to see continued volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints. These changing economic conditions and governmental responses could have impacts on the balance sheet and income statement of the Company in 2025. Loan-related earning assets tend to generate a higher spread than those earned in the Company’s investment portfolio. By design, the Company’s investment portfolio is moderate in duration and liquid in its composition of assets.

During 2026, approximately $2.2 billion of available-for-sale securities are expected to have principal repayments. This includes approximately $669 million that will have principal repayments during the first quarter of 2026. The available-for-sale investment portfolio had an average life of 74.8 months, 56.0 months, and 52.6 months as of December 31, 2025, 2024, and 2023, respectively.

Provision and Allowance for Credit Losses

The ACL represents management’s judgment of total expected losses included in the Company’s loan portfolio as of the balance sheet date. The Company’s process for recording the ACL is based on the evaluation of the Company’s lifetime historical loss experience, management’s understanding of the credit quality inherent in the loan portfolio, and the impact of the current economic environment, coupled with reasonable and supportable economic forecasts.

A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL. To develop the estimate, the Company follows the guidelines in Accounting Standards Codification (ASC) Topic 326, Financial Instruments – Credit Losses (ASC 326). The estimate reserves for assets held at amortized cost and any related credit deterioration in the Company’s available-for-sale debt security portfolio. Assets held at amortized cost include the Company’s loan book and held-to-maturity security portfolio.

The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans. These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics. This process is designed to produce a lifetime estimate of the losses, at a reporting date, that includes evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement. This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered.

The Company considers a variety of factors to ensure the safety and soundness of its estimate including a strong internal control framework, extensive methodology documentation, credit underwriting standards which encompass the Company’s desired risk profile, model validation, and ratio analysis. If the Company’s total ACL estimate, as determined in accordance with the approved ACL methodology, is either outside a reasonable range based on review of economic indicators or by comparison of historical ratio analysis, the ACL estimate is an outlier and management will investigate the underlying reason(s). Based on that investigation, issues or factors that previously had not been considered may be identified in the estimation process, which may warrant adjustments to estimated credit losses.

The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan portfolio, held-to-maturity securities, and credit deterioration in available-for-sale securities.

Table 4 presents the components of the allowance by loan portfolio segment. The Company manages the ACL against the risk in the entire loan portfolio and therefore, the allocation of the ACL to a particular loan segment may change in the future. Management of the Company believes the present ACL is adequate considering the Company’s loss experience, delinquency trends and current economic conditions. Future economic conditions and borrowers’ ability to meet their obligations, however, are uncertainties which could affect the Company’s ACL and/or need to change its current level of provision. For more information on loan portfolio segments and ACL methodology refer to Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements.

Table 4

ALLOCATION OF ALLOWANCE FOR CREDIT LOSSES ON LOANS (in thousands)

This table presents an allocation of the allowance for credit losses on loans and percent of loans to total loans by loan portfolio segment, which represents the total expected losses derived by both quantitative and qualitative methods. The amounts presented are not necessarily indicative of actual future charge-offs in any particular category and are subject to change.


	2025					2024
At December 31:	Allowance for credit losses		Percent of loans to total loans			Allowance for credit losses		Percent of loans to total loans
Commercial and industrial	$	240,324		42.1	%	$	161,553		42.9	%
Specialty lending		—		1.3			—		1.8
Commercial real estate		151,060		42.2			77,340		39.5
Consumer real estate		6,938		11.4			4,327		12.4
Consumer		1,387		0.6			966		0.8
Credit cards		18,042		1.8			14,272		2.3
Leases and other		1,727		0.6			631		0.3
Total allowance for credit losses on loans	$	419,478		100.0	%	$	259,089		100.0	%

Table 5 presents a summary of the Company’s ACL for the years ended December 31, 2025 and 2024. Also, please see “Quantitative and Qualitative Disclosures About Market Risk – Credit Risk Management” in this report for information relating to nonaccrual, past due, restructured loans, and other credit risk matters. For more information on loan portfolio segments and ACL methodology refer to Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements.

As illustrated in Table 5 below, the ACL increased as a percentage of total loans to 1.08% as of December 31, 2025, compared to 1.01% as of December 31, 2024. The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $154.5 million for the year ended December 31, 2025, which is an increase of $93.5 million, or 153.1%, compared to the same period in 2024. As noted above, $62.0 million was recorded to establish an allowance for credit losses on the acquired loans designated as non-PCD loans at the close of the HTLF acquisition. See Note 20, “Acquisition” below. The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $61.1 million for the year ended December 31, 2024. This increase is the result of the impacts of loan growth, portfolio metric changes, and changes in macro-economic metrics in the current period as compared to the prior period.

Table 5

ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES (in thousands)


	2025			2024
Allowance – January 1	$	261,734		$	222,996
PCD allowance for credit loss at acquisition		85,299			—
Provision for credit losses		156,500			62,000
Charge-offs:
Commercial		(44,645	)		(5,441	)
Specialty lending		—			—
Commercial real estate		(11,792	)		(250	)
Consumer real estate		(2,041	)		(432	)
Consumer		(3,538	)		(1,524	)
Credit cards		(25,676	)		(20,752	)
Leases and other		(27	)		(4	)
Total charge-offs		(87,719	)		(28,403	)
Recoveries:
Commercial and industrial		507			1,890
Specialty lending		—			4
Commercial real estate		196			—
Consumer real estate		275			648
Consumer		845			241
Credit cards		3,519			2,355
Leases and other		6			3
Total recoveries		5,348			5,141
Net charge-offs		(82,371	)		(23,262	)
Allowance for credit losses – end of period	$	421,162		$	261,734
Allowance for credit losses on loans	$	419,478		$	259,089
Allowance for credit losses on held-to-maturity securities		1,684			2,645
Loans at end of year, net of unearned interest		38,779,408			25,642,301
Held-to-maturity securities at end of period		5,724,227			5,378,912
Total assets at amortized cost		44,503,635			31,021,213
Average loans, net of unearned interest		36,065,953			24,209,547
Allowance for credit losses on loans to loans at end of period		1.08	%		1.01	%
Allowance for credit losses – end of period to total assets at amortized cost		0.95	%		0.84	%
Allowance as a multiple of net charge-offs	5.11x			11.25x
Net charge-offs to average loans		0.23	%		0.10	%

Noninterest Income

A key objective of the Company is the growth of noninterest income to provide a diverse source of revenue not directly tied to interest rates. Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates. Noninterest income increased in 2025 by $161.9 million, or 25.8%, compared to 2024 and increased in 2024 by $86.3 million, or 15.9%, compared to 2023. The increase in 2025 is primarily driven by increased trust and securities processing, increased service charges on deposits, increased bankcard fees, and

increased investment securities gains, net. The increase in 2024 is primarily driven by increased trust and securities processing income, other miscellaneous income, investment securities gains, net, and bankcard income. Changes in Noninterest income are presented in Table 6 below.

The Company’s fee-based services offer multiple products and services, which management believes will more closely align with customer product demands. The Company is currently emphasizing fee-based services including trust and securities processing, bankcard, securities trading and brokerage and cash and treasury management. Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.

Table 6

SUMMARY OF NONINTEREST INCOME (in thousands)


	Year Ended December 31,							Dollar Change						Percent Change
	2025		2024		2023			25-24			24-23			25-24			24-23
Trust and securities processing	$	343,398	$	290,571	$	257,200		$	52,827		$	33,371			18.2	%		13.0	%
Trading and investment banking		25,305		24,226		19,630			1,079			4,596			4.5			23.4
Service charges on deposit accounts		113,206		84,512		84,950			28,694			(438	)		34.0			(0.5	)
Insurance fees and commissions		910		1,257		1,009			(347	)		248			(27.6	)		24.6
Brokerage fees		79,592		61,564		54,119			18,028			7,445			29.3			13.8
Bankcard fees		113,924		87,797		74,719			26,127			13,078			29.8			17.5
Investment securities gains (losses), net		30,967		10,720		(3,139	)		20,247			13,859			188.9			441.5
Other		82,748		67,470		53,365			15,278			14,105			22.6			26.4
Total noninterest income	$	790,050	$	628,117	$	541,853		$	161,933		$	86,264			25.8	%		15.9	%

Noninterest income and the year-over-year changes in noninterest income are summarized in Table 6 above. The dollar change and percent change columns highlight the respective net increase or decrease in the categories of noninterest income in 2025 compared to 2024, and in 2024 compared to 2023.

Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund assets servicing. This income category increased by $52.8 million, or 18.2% in 2025, compared to 2024, and increased by $33.4 million, or 13.0%, in 2024, compared to 2023. During 2025, wealth management services increased $22.3 million primarily driven by the acquisition of HTLF, fund services income increased $19.5 million, and corporate trust income increased $11.0 million. During 2024, fund services income increased $20.5 million, corporate trust income increased $7.7 million and wealth management services increased $5.1 million. The recent volatile markets have impacted the income in this category. Since trust and securities processing fees are primarily asset-based, which are highly correlated to the change in market value of the assets, the related income will be affected by changes in the securities markets. Management continues to emphasize sales of services to both new and existing clients as well as increasing and improving the distribution channels.

Trading and investment banking income increased $1.1 million, or 4.5%, in 2025 compared to 2024 and increased $4.6 million, or 23.4%, in 2024 compared to 2023. The increase in 2025 compared to 2024 and the increase in 2024 compared to 2023 was driven by increased bond trading income.

Service charges on deposits income increased $28.7 million, or 34.0%, in 2025 compared to 2024 and decreased $0.4 million, or 0.5%, in 2024 compared to 2023. This increase was largely driven by the HTLF acquisition and increased service charge income from acquired deposit accounts. The decrease in 2024 was driven by decreased healthcare services income, offset by increased commercial service charge income.

Brokerage fees increased $18.0 million, or 29.3%, in 2025 compared to 2024 and increased $7.4 million, or 13.8%, in 2024 compared to 2023. The increase in both years was driven by increased 12b-1 and money market fees driven by the increase in short-term interest rates.

Bankcard fees increased $26.1 million, or 29.8%, in 2025 compared to 2024, and increased $13.1 million, or 17.5%, in 2024 compared to 2023. The increase in 2025 was driven by higher interchange income, partially offset

by higher rebate and reward costs primarily related to purchase volume from the HTLF acquisition. The increase in 2024 was primarily driven by increased interchange income.

Investment securities gains, net increased $20.2 million in 2025 compared to 2024 and increased $13.9 million in 2024 compared to 2023. The increase in 2025 was primarily driven by the net gains from the Company's investment in Voyager Technologies, Inc., which completed its initial public offering in June 2025. The increase in 2024 was primarily driven by a gain on the sale of one of the Company's securities without readily determinable fair value in 2024, coupled with the impairment of one available-for-sale debt security in 2023.

Other noninterest income increased $15.3 million, or 22.6%, in 2025 compared to 2024 and increased $14.1 million, or 26.4%, in 2024 compared to 2023. The increase in 2025 is driven by increases of $5.3 million in bank-owned life insurance income, $4.1 million in derivative income, a $2.5 million legal settlement recorded in the third quarter of 2025, and $2.4 million in increased syndication income. The increase in 2024 was primarily driven by the gain on the sale of UMB Distribution Services, LLC, a legal settlement, and gains on the sale of other assets during 2024, coupled with increased bank-owned life insurance income.

Noninterest Expense

Noninterest expense increased in 2025 by $596.1 million, or 58.1%, compared to 2024 and increased in 2024 by $27.5 million, or 2.8%, compared to 2023. From 2024 to 2025 the increase was driven primarily by increased salaries and employee benefits expense, amortization of other intangible assets, processing fees, legal and consulting expense, and other expense. From 2023 to 2024 the increase was driven primarily by increased salaries and employee benefits expense, legal and consulting expense, and processing fees, partially offset by a decrease in regulatory fees. Table 7 below summarizes the components of noninterest expense and the respective year-over-year changes for each category.

Table 7

SUMMARY OF NONINTEREST EXPENSE (in thousands)


	Year Ended December 31,						Dollar Change						Percent Change
	2025		2024		2023		25-24			24-23			25-24			24-23
Salaries and employee benefits	$	883,883	$	593,913	$	553,421	$	289,970		$	40,492			48.8	%		7.3	%
Occupancy, net		73,722		47,539		48,502		26,183			(963	)		55.1			(2.0	)
Equipment		64,915		63,406		68,718		1,509			(5,312	)		2.4			(7.7	)
Supplies and services		28,503		14,845		16,829		13,658			(1,984	)		92.0			(11.8	)
Marketing and business development		45,682		28,439		25,749		17,243			2,690			60.6			10.4
Processing fees		172,846		117,899		103,099		54,947			14,800			46.6			14.4
Legal and consulting		92,304		46,207		29,998		46,097			16,209			99.8			54.0
Bankcard		49,503		44,265		32,969		5,238			11,296			11.8			34.3
Amortization of other intangible assets		93,521		7,705		8,587		85,816			(882	)		1,113.8			(10.3	)
Regulatory fees		28,751		31,904		77,010		(3,153	)		(45,106	)		(9.9	)		(58.6	)
Other		89,170		30,564		34,258		58,606			(3,694	)		191.7			(10.8	)
Total noninterest expense	$	1,622,800	$	1,026,686	$	999,140	$	596,114		$	27,546			58.1	%		2.8	%

Salaries and employee benefits expense increased $290.0 million, or 48.8%, in 2025 compared to 2024 and $40.5 million, or 7.3%, in 2024 compared to 2023. In 2025, bonus and commission expense increased $108.3 million, or 78.9%, salaries and wage expense increased $143.7 million, or 40.7% and employee benefits expense increased $38.0 million, or 36.8%. The 2025 variances in salaries and employee benefits are primarily driven by increased severance, retention bonuses, and change in control payments made to HTLF associates, as well as higher bonus expense due to higher company performance. In 2024, bonus and commission expense increased $22.4 million, or 19.5%, salaries and wage expense increased $14.0 million, or 4.1% and employee benefits expense increased $4.1 million, or 4.1%.

Occupancy expense increased $26.2 million, or 55.1%, in 2025 compared to 2024, and decreased $0.1 million, or 2.0%, from 2023 to 2024. The increase in 2025 was driven by higher volume of activity from the HTLF acquisition.

Processing fees expense increased $54.9 million, or 46.6%, in 2025 compared to 2024, and increased $14.8 million, or 14.4%, in 2024 compared to 2023. The increase in 2025 was primarily due to increased software subscription costs driven by legacy-HTLF software subscriptions. The increase in 2024 was primarily driven by higher software subscription costs due to the transition to cloud computing solutions and ongoing investments in digital channel and integrated platform solutions to support business growth.

Legal and consulting expense increased $46.1 million, or 99.8%, in 2025 compared to 2024 and increased $16.2 million, or 54.0%, in 2024 compared to 2023. The increase in 2025 was primarily due to non-recurring transaction costs associated with the acquisition. The increase in 2024 was driven by expenses incurred related to the announced acquisition of HTLF.

Amortization of other intangible assets expense increased $85.8 million, or 1,113.8%, in 2025 compared to 2024 and decreased $0.1 million, or 10.3%, in 2024 compared to 2023. The increase in 2025 is primarily due to amortization of the core deposit intangible, customer list and purchased credit card relationship intangibles recognized from the HTLF acquisition.

Regulatory fees decreased $3.2 million, or 9.9%, in 2025 compared to 2024 and decreased $45.1 million, or 58.6%, in 2024 compared to 2023. The decrease in 2025 and the decrease in 2024 was driven by the FDIC special assessment of $52.8 million recorded in 2023.

Other noninterest expense increased $58.6 million, or 191.7%, in 2025 compared to 2024 and decreased $3.7 million, or 10.8%, in 2024 compared to 2023. The increase in 2025 was primarily due to fees for termination of legacy HTLF contracts, coupled with higher operational losses, increased contribution expense, and increased expenses related to the HTLF acquisition for property taxes and insurance. The decreases in 2024 was driven by lower charitable contribution expenses and operational losses.

Income Taxes

Income tax expense totaled $172.6 million, $100.0 million, and $71.6 million in 2025, 2024, and 2023 respectively. These amounts equate to effective tax rates of 19.7%, 18.5%, and 17.0% for 2025, 2024 and 2023, respectively. The increase in the effective tax rate from 2024 to 2025 is primarily attributable to a smaller proportion of pre-tax income being earned from tax-exempt municipal securities, lower federal tax credits, net of related amortization, and higher state and local taxes. The increase was partially offset by more favorable discrete tax items in 2025, including a benefit from remeasuring deferred tax assets after the HTLF acquisition increased the state marginal tax rate. The increase in the effective tax rate from 2023 to 2024 is primarily attributable to a smaller proportion of pre-tax income being earned from tax-exempt municipal securities and higher non-deductible acquisition costs in 2024. These increases were partially offset by an increase in federal tax credits, net of related amortization.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was signed into law in the U.S., which contains a broad range of tax reform provisions affecting businesses, including restoring 100% bonus depreciation, removing the requirement to capitalize and amortize domestic research and development expenditures, and a 25% exclusion of interest income on loans secured by rural or agricultural real property. The legislation has multiple effective dates, with certain provisions effective in 2025 and others being phased in through 2027. The effective provisions of the OBBBA were reflected in the Company's financial results for the year ended December 31, 2025, and did not have a material impact on its Consolidated Financial Statements.

For further information on income taxes refer to Note 16, “Income Taxes,” in the Notes to the Consolidated Financial Statements.

Business Segments

The Company has strategically aligned its operations into the following three reportable segments: Commercial Banking, Institutional Banking, and Personal Banking (collectively, the Business Segments). Senior executive officers regularly evaluate Business Segment financial results produced by the Company’s internal reporting system in deciding how to allocate resources and assess performance for individual Business Segments. The management accounting system assigns balance sheet and income statement items to each Business Segment using methodologies that are refined on an ongoing basis. For comparability purposes, amounts in all periods are

based on methodologies in effect at December 31, 2025. Previously reported results have been reclassified in this Form 10-K to conform to the Company’s current organizational structure.

Table 8

COMMERCIAL BANKING OPERATING RESULTS (in thousands)


	Year Ended December 31,				Dollar Change		Percent Change
	2025		2024		25-24		25-24
Net interest income	$	1,291,140	$	668,235	$	622,905		93.2	%
Provision for credit losses		126,554		51,781		74,773		144.4
Noninterest income		179,612		134,500		45,112		33.5
Noninterest expense		725,151		367,135		358,016		97.5
Income before taxes		619,047		383,819		235,228		61.3
Income tax expense		122,087		71,367		50,720		71.1
Net income	$	496,960	$	312,452	$	184,508		59.1	%

For the year ended December 31, 2025, Commercial Banking net income increased $184.5 million, or 59.1%, to $497.0 million compared to the same period in 2024. Net interest income increased $622.9 million, or 93.2%, for the year ended December 31, 2025, compared to the same period last year, primarily driven by the acquisition of HTLF, as well as continued organic loan growth and earning asset mix changes. Provision for credit losses increased $74.8 million, or 144.4%, as compared to 2024, driven by the acquisition of HTLF as well as portfolio metric changes, and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $45.1 million, or 33.5%, over the same period in 2024. This increase was primarily due to increases of $19.6 million in deposit service charges, $15.7 million in other income driven by increased derivative income, recoveries of loans previously charged off by HTLF, a legal settlement during 2025, and increased syndication income, and $15.6 million in bankcard fees. These increases were partially offset by a decrease of $11.0 million in investment security gains. Noninterest expense increased $358.0 million, or 97.5%, as compared to the same period in 2024. This increase was driven by an increase of $219.3 million in technology, service, and overhead expenses, and an increase of $105.6 million in salaries and employee benefit expense, both driven by the acquisition. Additionally, there were increases of $10.0 million in marketing and business development, $7.1 million in regulatory fees, and $5.4 million in processing fees.

Table 9

INSTITUTIONAL BANKING OPERATING RESULTS (in thousands)


	Year Ended December 31,				Dollar Change		Percent Change
	2025		2024		25-24		25-24
Net interest income	$	258,312	$	197,174	$	61,138		31.0	%
Provision for credit losses		1,844		1,155		689		59.7
Noninterest income		444,502		393,984		50,518		12.8
Noninterest expense		434,063		397,316		36,747		9.2
Income before taxes		266,907		192,687		74,220		38.5
Income tax expense		52,639		35,016		17,623		50.3
Net income	$	214,268	$	157,671	$	56,597		35.9	%

For the year ended December 31, 2025, Institutional Banking net income increased $56.6 million, or 35.9%, to $214.3 million compared to the same period last year. Net interest income increased $61.1 million, or 31.0%, compared to the same period last year, due to an increase in funds transfer pricing resulting from higher deposit balances. Provision for credit losses increased $0.7 million as compared to 2024, driven by loan growth, portfolio metric changes, and changes in the macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $50.5 million, or 12.8%, primarily due to increases of $30.4 million in trust and securities processing income driven by higher fund services and corporate trust revenue, an increase of $15.2 million in brokerage income, and $5.1 million in deposit service charges. These increases are partially offset by a decrease of $3.4 million in other income driven by the gain on the sale of UMB Distribution Services, LLC in 2024. Noninterest

expense increased $36.7 million, or 9.2% as compared to 2024, primarily driven by increases of $26.5 million in salaries and employee benefits expense, $8.8 million in processing fees, and $2.9 million in bankcard expense.

Table 10

PERSONAL BANKING OPERATING RESULTS (in thousands)


	Year Ended December 31,						Dollar Change		Percent Change
	2025			2024			25-24		25-24
Net interest income	$	312,753		$	135,483		$	177,270		130.8	%
Provision for credit losses		26,102			8,114			17,988		221.7
Noninterest income		165,936			99,633			66,303		66.5
Noninterest expense		463,586			262,235			201,351		76.8
Loss before taxes		(10,999	)		(35,233	)		24,234		68.8
Income tax benefit		(2,169	)		(6,353	)		4,184		65.9
Net loss	$	(8,830	)	$	(28,880	)	$	20,050		69.4	%

For the year ended December 31, 2025, Personal Banking net loss improved $20.1 million, or 69.4%, to a net loss of $8.8 million as compared to the same period last year. Net interest income increased $177.3 million, or 130.8%, compared to the same period last year, driven by the acquisition of HTLF, as well as organic loan growth and earning asset mix changes. Provision for credit losses increased $18.0 million, or 221.7%, for the period, driven by the acquisition of HTLF as well as by portfolio metric changes and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $66.3 million, or 66.5%, for the same period primarily driven by increases of $29.7 million in investment securities gains, $19.6 million in trust and securities processing income, $7.3 million in bankcard fees, $4.1 million in deposit service charges, and $2.8 million in brokerage income. Noninterest expense increased $201.4 million, or 76.8%, primarily due to increases of $102.3 million in technology, service, and overhead expenses, and $62.5 million in salaries and employee benefits, both driven by the HTLF acquisition. Additionally, there were increases of $10.6 million in other expense driven by increased charitable contributions, $7.2 million in supplies and services, $5.6 million in processing fees, $3.4 million in regulatory fees, $3.4 million in equipment, and $3.3 million in marketing and business development.

Balance Sheet Analysis

Loans and Loans Held For Sale

Loans represent the Company’s largest source of interest income. Loan balances held for investment increased by $13.1 billion, or 51.2%, in 2025. This increase was primarily driven by an increase of $6.2 billion, or 61.6%, in commercial real estate loans, $5.3 billion, or 48.0%, in commercial and industrial loans, and $1.2 billion, or 39.2% in consumer real estate loans. A significant driver in the increases in loans was the acquisition of HTLF and its loan portfolio with an acquired fair value of $9.7 billion at January 31, 2025.

Commercial and industrial loans and commercial real estate loans continue to represent the largest segments of the Company’s loan portfolio, comprising approximately 42.0% and 42.2%, respectively, of total loans and loans held for sale at the end of 2025 and 42.5% and 39.5%, respectively, of total loans and loans held for sale at the end of 2024.

As a percentage of total loans, commercial real estate comprised 42.2% of total loans compared to 39.5% in 2024. Commercial real estate loans generally involve a greater degree of credit risk than consumer real estate loans because they typically have larger balances and are more affected by adverse conditions in the economy. Because payments on loans secured by commercial real estate often depend upon the successful operation and management of the properties and the businesses which operate from within them, repayment of such loans may be affected by factors outside the borrower’s control, such as adverse conditions in the real estate market or the economy or changes in government regulations. In recent years, commercial real estate markets have been particularly impacted by the economic disruption resulting from the COVID-19 pandemic. The COVID-19 pandemic has also been a catalyst for the evolution of various remote work options, which could impact the long-term performance of some types of office properties within our commercial real estate portfolio. Due to these risks, the Company is actively monitoring its exposure to commercial real estate.

Generally, these loans are made for investment and real estate development or working capital and business expansion purposes and are primarily secured by real estate with a maximum loan-to-value of 80%. Most of these properties are non-owner occupied and have guarantees as additional security. The Company’s investment CRE portfolio (which includes non-owner occupied and construction loans) totaled 27.5% and 28.5% of total Company loans as of December 31, 2025 and December 31, 2024, respectively. The average investment CRE loan was approximately $3.6 million and $7.2 million, as of December 31, 2025 and December 31, 2024, respectively.

The properties securing the commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce exposure to adverse economic events that affect any single market or industry. Notwithstanding, commercial real estate loans, in general, may be more adversely impacted by conditions in the real estate market or the economy.

The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by industry. The table separately discloses the top five industries as a percentage of the Company’s loan portfolio as of either period presented, while the remainder are included in “Other.”

Table 11


	Investment CRE loans by industry as a percentage of total Company Loans
	December 31, 2025			December 31, 2024
Industrial		8.1	%		8.8	%
Multifamily		6.7			7.4
Office building		3.6			3.9
Retail		2.3			1.9
Hotel		2.0			1.9
Other		4.8			4.6
Total Investment CRE		27.5	%		28.5	%

The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by state. The table separately discloses all states that represent at least 5.0% of the Company’s investment CRE portfolio as of either period presented, while the remainder are included in “All Others.”

Table 12


	Investment CRE loans by State
	December 31, 2025			December 31, 2024
Missouri		12.5	%		14.6	%
Arizona		12.2			11.6
Texas		12.0			11.4
Colorado		11.7			9.1
California		5.1			3.0
Utah		4.9			8.1
Florida		4.3			5.8
All others		37.3			36.4
Total Investment CRE		100.0	%		100.0	%

Nonaccrual, past due and restructured loans are discussed under “Quantitative and Qualitative Disclosure about Market Risk – Credit Risk Management” in Item 7A of this report.

Investment Securities

The Company’s investment portfolio contains trading, available-for-sale (AFS), and held-to-maturity (HTM) securities as well as FRB stock, Federal Home Loan Bank (FHLB) stock, and other miscellaneous investments. Investment securities totaled $20.1 billion as of December 31, 2025 and $13.7 billion as of December 31, 2024 and comprised 29.9% and 28.5% of the Company’s earning assets, respectively, as of those dates. A significant driver in

the increase in the Company's investment portfolio was the acquisition of HTLF and its bond portfolio, which added total securities with an acquired fair value of $3.6 billion at January 31, 2025.

The Company’s AFS securities portfolio comprised 68.1% of the Company’s investment securities portfolio at December 31, 2025, compared to 56.9% at December 31, 2024. The Company’s AFS securities portfolio provides liquidity as a result of the composition and average life of the underlying securities. This liquidity can be used to fund loan growth or to offset the outflow of traditional funding sources. The average life of the AFS securities portfolio increased from 56.0 months at December 31, 2024 to 74.8 months at December 31, 2025. In addition to providing a potential source of liquidity, the AFS securities portfolio can be used as a tool to manage interest rate sensitivity. The Company’s goal in the management of its AFS securities portfolio is to maximize return within the Company’s parameters of liquidity goals, interest rate risk and credit risk.

Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities. There were $13.4 billion and $10.5 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at December 31, 2025 and December 31, 2024, respectively.

The Company’s HTM securities portfolio consists of U.S. Treasury securities, U.S. agency-backed securities, mortgage-backed securities, general obligation bonds, and private placement bonds. The Company’s HTM portfolio, net of the ACL totaled $5.7 billion as of December 31, 2025, an increase of $346.3 million from December 31, 2024. The average life of the HTM portfolio was 8.5 years at December 31, 2025, compared to 9.1 years at December 31, 2024.

The securities portfolio generates the Company’s second largest component of interest income. The AFS, HTM, and Other securities portfolios achieved an average yield on a tax-equivalent basis of 3.68% for 2025, compared to 2.96% in 2024.

At December 31, 2025, securities available for sale had a net unrealized loss of $290.8 million, or 2.1%, of the $14.0 billion amortized cost value, an improvement of $342.6 million compared to a net unrealized loss of $633.3 million the preceding year. This market value change primarily reflects the impact of decreasing market interest rates as of December 31, 2025, compared to December 31, 2024. These amounts are reflected, on an after-tax basis, in the Company’s Accumulated other comprehensive income (loss) (AOCI) in shareholders’ equity, as an unrealized loss of $221.4 million at year-end 2025, compared to an unrealized loss of $478.5 million for 2024. The AFS securities portfolio contains securities that have unrealized losses (see the table of these securities in Note 4, “Securities,” in the Notes to the Consolidated Financial Statements). The unrealized losses in the Company’s investments were caused by changes in interest rates, and not from a decline in credit of the underlying issuers. The U.S. Treasury, U.S. Agency, and Government Sponsored Entity (GSE) mortgage-backed securities are all considered to be agency-backed securities with no risk of loss as they are either explicitly or implicitly guaranteed by the U.S. government. The changes in fair value in the agency-backed portfolios are solely driven by change in interest rates caused by changing economic conditions. The Company has no knowledge of any underlying credit issues and the cash flows underlying the debt securities have not changed and are not expected to be impacted by changes in interest rates. As of December 31, 2025, the Company does not believe the decline in value in these portfolios is related to credit impairments and instead is due to increasing market interest rates. For the State and political subdivision portfolio, the majority of the Company’s holdings are in general obligation bonds, which have a very low historical default rate due to issuers generally having unlimited taxing authority to service the debt. For the State and political, Corporates, and Collateralized loan obligations portfolios, the Company has a robust process for monitoring credit risk, including both pre-purchase and ongoing post-purchase credit reviews and analysis. The Company monitors credit ratings of all bond issuers in these segments and reviews available financial data, including market and sector trends. The Company does not have the intent to sell these securities and does not believe it is more likely than not that the Company will be required to sell these securities before a recovery of amortized cost. As of December 31, 2025, there is no ACL related to the Company’s available-for-sale securities as the decline in fair value did not result from credit issues.

Securities held to maturity had a net unrealized loss of $473.8 million or 8.3% of the $5.7 billion amortized cost value as of December 31, 2025, compared to a net unrealized loss of $630.0 million at December 31, 2024. During 2022, the Company transferred securities with an amortized cost balance of $4.1 billion and a fair value of $3.8 billion from the AFS category to the HTM category. The transfer of securities was made at fair value at the time of transfer. The remaining balance of unrealized pre-tax losses related to transferred securities was $139.2 million as of December 31, 2025 and $171.3 million as of December 31, 2024, and was included in the amortized

cost balance of HTM securities. See further information in Note 4, "Securities" in the Notes to Consolidated Financial Statements.

Included in Tables 13 and 14 are analyses of the fair value and average yield (tax-equivalent basis) of securities available for sale and securities held to maturity.

Table 13

SECURITIES AVAILABLE FOR SALE (in thousands)


	U.S. Treasury Securities					U.S. Agency Securities
December 31, 2025	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	348,917		4.25	%	$	30,667		4.39	%
Due after 1 year through 5 years		1,971,898		4.02			31,703		4.35
Due after 5 years through 10 years		—		—			—		—
Due after 10 years		—		—			—		—
Total	$	2,320,815		4.05	%	$	62,370		4.38	%


	Mortgage-backed Securities					State and Political Subdivisions
December 31, 2025	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	40,452		3.32	%	$	115,434		3.60	%
Due after 1 year through 5 years		3,549,279		3.77			520,478		3.25
Due after 5 years through 10 years		4,150,156		3.60			446,628		3.95
Due after 10 years		427,986		4.85			1,364,048		4.85
Total	$	8,167,873		3.74	%	$	2,446,588		4.32	%


	Corporates					Collateralized Loan Obligations
December 31, 2025	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	114,138		1.96	%	$	—		—	%
Due after 1 year through 5 years		9,538		6.94			18,203		5.42
Due after 5 years through 10 years		53,439		3.34			59,716		5.24
Due after 10 years		—		—			456,461		5.14
Total	$	177,115		2.65	%	$	534,380		5.16	%


	U.S. Treasury Securities					U.S. Agency Securities
December 31, 2024	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	164,461		2.94	%	$	75,781		3.10	%
Due after 1 year through 5 years		1,161,612		4.22			53,266		4.38
Due after 5 years through 10 years		—		—			—		—
Due after 10 years		—		—			—		—
Total	$	1,326,073		4.06	%	$	129,047		3.63	%


	Mortgage-backed Securities					State and Political Subdivisions
December 31, 2024	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	12,036		2.34	%	$	97,265		2.91	%
Due after 1 year through 5 years		1,806,392		3.27			446,680		2.97
Due after 5 years through 10 years		2,554,980		2.31			297,816		3.04
Due after 10 years		47,522		4.26			376,808		3.29
Total	$	4,420,930		2.70	%	$	1,218,569		3.08	%


	Corporates					Collateralized Loan Obligations
December 31, 2024	Fair Value		Weighted Average Yield			Fair Value		Weighted Average Yield
Due in one year or less	$	97,907		2.28	%	$	—		—	%
Due after 1 year through 5 years		124,565		1.88			63,635		6.10
Due after 5 years through 10 years		94,698		3.35			132,289		5.98
Due after 10 years		—		—			166,621		6.14
Total	$	317,170		2.45	%	$	362,545		6.08	%

Table 14

SECURITIES HELD TO MATURITY (in thousands)


	U.S. Treasury Securities					Mortgage-backed Securities
December 31, 2025	Fair Value		Weighted Average Yield/Average Maturity			Fair Value		Weighted Average Yield/Average Maturity
Due in one year or less	$	—		—	%	$	341		0.34	%
Due after 1 year through 5 years		38,243		3.59			293,057		2.32
Due after 5 years through 10 years		—		—			1,779,723		1.89
Due over 10 years		—		—			135,841		1.97
Total	$	38,243		3.59	%	$	2,208,962		1.95	%


	State and Political Subdivisions
December 31, 2025	Fair Value		Weighted Average Yield/Average Maturity
Due in one year or less	$	132,448		4.84	%
Due after 1 year through 5 years		379,179		2.88
Due after 5 years through 10 years		833,694		3.01
Due over 10 years		1,657,939		3.49
Total	$	3,003,260		3.34	%


	U.S. Agency Securities					Mortgage-backed Securities
December 31, 2024	Fair Value		Weighted Average Yield/Average Maturity			Fair Value		Weighted Average Yield/Average Maturity
Due in one year or less	$	115,750		3.08	%	$	116		0.07	%
Due after 1 year through 5 years		—		—			270,326		2.32
Due after 5 years through 10 years		—		—			1,671,839		1.65
Due over 10 years		—		—			162,371		1.85
Total	$	115,750		3.08	%	$	2,104,652		1.74	%


	State and Political Subdivisions
December 31, 2024	Fair Value		Weighted Average Yield/Average Maturity
Due in one year or less	$	90,690		4.81	%
Due after 1 year through 5 years		255,828		3.56
Due after 5 years through 10 years		729,501		2.86
Due over 10 years		1,452,517		3.40
Total	$	2,528,536		3.31	%

The table below provides detailed information for Other securities at December 31, 2025 and 2024:

Table 15

OTHER SECURITIES (in thousands)


	December 31,
	2025		2024
FRB and FHLB stock	$	137,498	$	42,672
Equity securities with readily determinable fair values		14,690		11,596
Equity securities without readily determinable fair values		524,112		416,750
Total	$	676,300	$	471,018

Equity securities with readily determinable fair values are generally traded on an exchange and market prices are readily available. Equity securities without readily determinable fair values are generally carried at cost less impairment. Unrealized gains or losses on equity securities with and without readily determinable fair values are recognized in the Investment Securities gains, net line of the Company’s Consolidated Statements of Income.

For further information on the Company’s investment securities, refer to Note 4, “Securities,” in the Notes to the Consolidated Financial Statements.

Other Earning Assets

Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution’s funds in order to meet short-term liquidity needs. The net borrowed position was $32.1 million at December 31, 2025 compared to $70.4 million at December 31, 2024.

The Bank buys and sells federal funds as agent for non-affiliated banks. Because the transactions are pursuant to agency arrangements, these transactions do not appear on the balance sheet and averaged $215.3 million in 2025 and $161.7 million in 2024.

At December 31, 2025, the Company held securities purchased under agreements to resell of $1.5 billion compared to $545.0 million at December 31, 2024. The Company uses these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for collateral purposes. Balances will

fluctuate based on the Company’s liquidity and investment decisions as well as the Company’s correspondent bank borrowing levels. These investments averaged $776.8 million in 2025 and $303.0 million in 2024.

The Company also maintains an active securities trading inventory. The average holdings in the securities trading inventory in 2025 were $17.2 million, compared to $22.3 million in 2024, and were recorded at fair market value. As discussed in “Quantitative and Qualitative Disclosures About Market Risk – Trading Account” in Part II, Item 7A, the Company offsets the trading account securities by the sale of exchange-traded financial futures contracts, with both the trading account and futures contracts marked to market daily.

Interest-bearing due from banks totaled $6.9 billion as of December 31, 2025 compared to $8.0 billion as of December 31, 2024 and includes amounts due from the FRB and interest-bearing accounts held at other financial institutions. The amount due from the FRB averaged $6.0 billion and $3.4 billion during the years ended December 31, 2025 and 2024, respectively. The increase in the FRB balance at December 31, 2025 compared to the prior year is primarily related to the acquisition of HTLF. The interest-bearing accounts held at other financial institutions totaled $121.1 million and $110.8 million at December 31, 2025 and 2024, respectively.

Deposits and Borrowed Funds

Deposits represent the Company’s primary funding source for its asset base. In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its asset management and mutual fund servicing businesses in order to attract and retain additional core deposits. Management believes a strong core deposit composition is one of the Company's key strengths given its competitive product mix. Deposits totaled $60.7 billion at December 31, 2025 and $43.1 billion at December 31, 2024, an increase of $17.5 billion, or 40.6%. There were $590.4 million and $1.0 billion of brokered deposits as of December 31, 2025 and December 31, 2024, respectively. Deposits averaged $55.1 billion in 2025, and $35.3 billion in 2024. A significant driver in the increases in the Company's deposits was the acquisition of HTLF, which added total deposits with an acquired fair value of $14.3 billion at January 31, 2025.

Noninterest-bearing demand deposits averaged $14.1 billion in 2025 and $10.1 billion in 2024. These deposits represented 25.6% of average deposits in 2025, compared to 28.5% in 2024. The Company’s large commercial customer base provides a significant source of noninterest-bearing deposits. Many of these commercial accounts do not earn interest; however, they receive an earnings credit to offset the cost of other services provided by the Company.

Table 16

MATURITIES OF UNINSURED TIME DEPOSITS (in thousands)


	December 31,
	2025		2024
Maturing within 3 months	$	852,002	$	750,150
After 3 months but within 6 months		147,599		72,123
After 6 months but within 12 months		178,087		34,937
After 12 months		24,607		7,075
Total	$	1,202,295	$	864,285

As of December 31, 2025, there were an estimated $39.7 billion of uninsured deposits, as compared to $31.0 billion as of December 31, 2024. Estimated uninsured deposits comprised approximately 65.4% and 72.0% of total deposits as of December 31, 2025 and December 31, 2024, respectively. A portion of these uninsured deposits represent affiliate deposits and collateralized deposits. Affiliate deposits represent deposit accounts owned by the wholly owned subsidiaries of UMB Financial Corporation that are on deposit at the Bank. Collateralized deposits are public fund deposits or corporate trust deposits that are collateralized by high quality securities within the investment portfolio. Excluding affiliate deposits of $2.9 billion and collateralized deposits of $7.6 billion, the adjusted estimated uninsured deposits were $29.2 billion as of December 31, 2025. Excluding affiliate deposits of $2.4 billion and collateralized deposits of $6.0 billion, the adjusted estimated uninsured deposits were $22.7 billion as of December 31, 2024. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 48.1% and 52.6% as of December 31, 2025, and December 31, 2024, respectively.

The Company participates in the IntraFi Cash Service program, which allows its customers to place deposits into the program to receive reciprocal FDIC insurance coverage. As of December 31, 2025 and December 31, 2024, the Company had $3.5 billion and $1.3 billion of deposits in the program, respectively.

Table 17

ANALYSIS OF AVERAGE DEPOSITS (in thousands)


	December 31,
	2025			2024
Amount:
Noninterest-bearing demand	$	14,105,537		$	10,077,251
Interest-bearing demand and savings		37,721,002			22,949,608
Time deposits under $250,000		1,034,746			1,113,096
Total core deposits		52,861,285			34,139,955
Time deposits of $250,000 or more		2,226,060			1,161,497
Total deposits	$	55,087,345		$	35,301,452

As a % of total deposits:
Noninterest-bearing demand		25.6	%		28.5	%
Interest-bearing demand and savings		68.5			65.0
Time deposits under $250,000		1.9			3.2
Total core deposits		96.0			96.7
Time deposits of $250,000 or more		4.0			3.3
Total deposits		100.0	%		100.0	%

Capital Resources and Liquidity

The Company places a significant emphasis on the maintenance of a strong capital position, which it believes promotes investor confidence, provides access to funding sources under favorable terms, and enhances the Company’s ability to capitalize on business growth and acquisition opportunities. Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets, and higher expenses for extended liability maturities. The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

Total shareholders’ equity increased $4.2 billion, or 121.9% to $7.7 billion at December 31, 2025 as compared to December 31, 2024, driven by the acquisition of HTLF. Total common shareholders' equity was $7.4 billion as of December 31, 2025. Total accumulated other comprehensive loss was $261.5 million at December 31, 2025, which is an improvement of $311.5 million as compared to December 31, 2024. During the second quarter of 2025, the Company issued 12.0 million depositary shares, each representing a 1/400th interest in a share of the Company's 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B. During the third quarter of 2025, the Company completed the redemption of all of its outstanding 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A at the redemption price of $10,000 per share.

The Board authorized, at its April 29, 2025 and April 30, 2024 meetings, the repurchase of up to one million shares of the Company's common stock during the twelve months following the meeting (a Repurchase Authorization). On July 25, 2023, the Board authorized the repurchase of up to one million shares of the Company's stock, which terminated on April 30, 2024. During 2025 and 2024, the Company did not repurchase shares of common stock pursuant to any of its announced Repurchase Authorizations, but did acquire shares pursuant to the Company's share-based incentive programs.

On April 28, 2024, the Company entered into the Merger Agreement with HTLF, a Delaware corporation and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company. The Merger Agreement and the merger were unanimously approved by the boards of directors of the Company and HTLF. Pending regulatory approval and approval by the shareholders of the Company and HTLF, and the merger closed on January 31, 2025. Under the terms of the Merger Agreement, HTLF stockholders received a fixed exchange ratio of

0.55 shares of the Company’s common stock for each share of HTLF stock, with a total market value of approximately $2.8 billion.

Additionally, on April 29, 2024, the Company also announced that in connection with the execution of the Merger Agreement, it entered into a forward sale agreement with BofA Securities, Inc. or its affiliate to issue 2.8 million shares of its common stock. The underwriters were granted an option to purchase up to an additional 420 thousand shares of the Company's common stock exercisable within 30 days of April 28, 2024. The underwriters exercised this option in full on April 30, 2024, upon which the Company entered into an additional forward sale agreement relating to the 420 thousand shares of the Company's common stock. The forward sale agreements are classified as an equity instrument under ASC 815-40, Contracts in Entity’s Own Equity. The Company received net proceeds of $235.1 million from the sale of shares of common stock and settlement of the forward sale agreements.

At the Company's quarterly board meeting, the Board declared a $0.43 per common share quarterly cash dividend payable on April 1, 2026, to common shareholders of record at the close of business on March 10, 2026. Additionally, the Board declared a dividend of $193.75 per share of the Company's Series B Preferred Stock, which results in a dividend of $0.484375 per depositary share. The Series B Preferred Stock dividend is payable on April 15, 2026 to stockholders of record of the Series B Preferred Stock as of the close of business on March 31, 2026.

Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets. The Company has implemented the Basel III regulatory capital rules adopted by the FRB. Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a minimum tier 1 risk-based capital ratio of 6%. A financial institution’s total capital is also required to equal at least 8% of risk-weighted assets.

The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. The Company is also required to maintain a leverage ratio equal to or greater than 4%. The leverage ratio is tier 1 core capital to total average assets less goodwill and intangibles. The Company's capital position as of December 31, 2025 is summarized in the table below and exceeded regulatory requirements.

Table 18

RISK-BASED CAPITAL (in thousands)

This table computes risk-based capital in accordance with current regulatory guidelines. These guidelines as of December 31, 2025, excluded net unrealized gains or losses on securities available for sale and net unrealized losses on securities held to maturity transferred from the available-for-sale category from the computation of regulatory capital and the related risk-based capital ratios.


	Risk-Weighted Category
	0%		20%		50%		100%		150%		250%		Total
Risk-Weighted Assets
Loans held for sale	$	—	$	—	$	2,030	$	—	$	—	$	—	$	2,030
Loans and leases		404,647		139,694		3,428,357		34,577,863		228,847		—		38,779,408
Securities available for sale		5,974,297		7,178,648		665,406		181,549		—		—		13,999,900
Securities held to maturity		613,564		3,831,494		1,418,400		—		—		—		5,863,458
Trading securities		2,636		13,490		3,697		2,508		—		—		22,331
Cash and due from banks		7,054,613		838,469		—		—		—		—		7,893,082
All other assets		150,007		196,173		52,712		2,556,099		—		273,926		3,228,917
Category totals	$	14,199,764	$	12,197,968	$	5,570,602	$	37,318,019	$	228,847	$	273,926	$	69,789,126

Risk-weighted totals	$	—	$	2,439,594	$	2,785,301	$	37,318,019	$	343,271	$	684,815	$	43,571,000
Off-balance-sheet items (4)		—		70,905		59,689		6,091,031		1,056		—		6,222,681
Total risk-weighted assets	$	—	$	2,510,499	$	2,844,990	$	43,409,050	$	344,327	$	684,815	$	49,793,681


	Total
Regulatory Capital
Shareholders’ equity	$	7,693,568
Less adjustments (1)		(2,234,225	)
Common equity Tier 1/Tier 1 capital		5,459,343
Additional Tier 1 capital (2)		294,066
Tier 1 capital		5,753,409
Tier 2 capital (3)		901,112
Total capital	$	6,654,521


	Company
Capital ratios
Common Equity Tier 1 capital to risk-weighted assets		10.96	%
Tier 1 capital to risk-weighted assets		11.55	%
Total capital to risk-weighted assets		13.36	%
Leverage ratio (Tier 1 capital to total average assets less adjustments (1))		8.54	%

(1)

Adjustments include a portion of goodwill and intangibles as well as unrealized gains/losses on available-for-sale securities, cash flow hedges, and the impact of the Company’s election to use the five-year CECL transition.

(2)

Includes the Company’s preferred stock.

(3)

Includes the Company’s ACL (inclusive of the reserve for off-balance sheet arrangements), subordinated long-term debt, and trust preferred subordinated notes.

(4)

After credit conversion factor and risk weighting is applied.

For further discussion of regulatory capital requirements, see Note 10, “Regulatory Requirements” within the Notes to Consolidated Financial Statements under Item 8.

Repurchase agreements are transactions involving the exchange of investment funds by the customer for securities by the Company, under an agreement to repurchase the same issues at an agreed-upon price and date. Securities sold under agreements to repurchase and federal funds purchased totaled $3.3 billion at December 31, 2025, and $2.6 billion at December 31, 2024. Repurchase agreements and federal funds purchased averaged $2.8 billion in 2025 and $2.3 billion in 2024. The Company enters into these transactions with its downstream correspondent banks, commercial customers, and various trust, mutual fund, and local government relationships.

The Company is a member bank with the FHLB of Des Moines, and through this relationship, the Company owns FHLB stock and has access to additional liquidity and funding sources through FHLB advances. The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB. As of December 31, 2025, and December 31, 2024, the Company owned $10.3 million and $10.2 million of FHLB stock, respectively.

The Company had no outstanding advances at the FHLB of Des Moines as of December 31, 2025 or December 31, 2024. As of December 31, 2025, the Company had four letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $261.0 million and have various maturity dates through March 10, 2026. The Company's remaining borrowing capacity with the FHLB was $2.2 billion as of December 31, 2025. During 2024, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. The letter of credit outstanding as of December 31, 2024 expired in January 2025 and was subsequently renewed with an expiration date in March 2025.

In addition to the borrowing capacity with the FHLB as described above, the Company had additional liquidity of $35.1 billion available via cash, unpledged bond collateral, the federal funds market, the Federal Reserve Discount Window, and the IntraFi Cash Service program as of December 31, 2025.

Long-term debt totaled $474.2 million at December 31, 2025, compared to $385.3 million at December 31, 2024. The increase in long-term debt in 2025 was driven by the acquisition of HTLF, which added total long-term

debt with an acquired fair value of $278.0 million at January 31, 2025, partially offset by the repayment of the Company's 2020 subordinated notes during the third quarter of 2025.

In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032. The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64% due to issuance costs, with an interest rate reset date of September 2027.

In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030. The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs. During the first quarter of 2025, the Company purchased and subsequently retired $11.1 million of its 2020 subordinated notes. During the third quarter of 2025, the Company redeemed the remainder of the outstanding 2020 subordinated notes.

As part of the acquisition of HTLF, the Company acquired $150.0 million in aggregate subordinated notes due in September 2031. The subordinated notes have a fixed interest rate of 2.75% until September 2026, at which time the interest rate will reset quarterly. The subordinated notes had an acquired fair value of $138.8 million as of January 31, 2025.

The remainder of the Company’s long-term debt was assumed from the acquisitions of Marquette Financial Companies in 2015 and HTLF in 2025 and consists of debt obligations payable to 19 unconsolidated trusts that previously issued trust preferred securities. These long-term debt obligations had an aggregate contractual balance of $262.9 million and had a carrying value of $220.0 million at December 31, 2025. As of December 31, 2024, the debt obligations related to the four unconsolidated trusts acquired from Marquette had an aggregate contractual balance of $103.1 million and had a carrying value of $76.8 million. Interest rates on trust preferred securities are tied to the three-month term SOFR with spreads ranging from 133 basis points to 365 basis points and reset quarterly. The trust preferred securities have maturity dates ranging from September 2032 to September 2037. For further information on long-term debt refer to Note 9, “Borrowed Funds,” in the Notes to the Consolidated Financial Statements.

The Company has material off-balance sheet arrangements in the form of loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates. These commitments and contingent liabilities are not required to be recorded on the Company’s balance sheet. Since commitments associated with letters of credit and lending and financing arrangements may expire unused, the amounts shown do not necessarily reflect the actual future cash funding requirements. See Table 19 below, as well as Note 15, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements under Item 8 for detailed information and further discussion of these arrangements. Management does not anticipate any material losses from its off-balance sheet arrangements.

Table 19

COMMITMENTS, MATERIAL CASH REQUIREMENTS AND OFF-BALANCE SHEET ARRANGEMENTS (in thousands)

The table below details the commitments, material cash requirements, and off-balance sheet arrangements for the Company as of December 31, 2025 and includes principal payments only. The Company has no capital leases or long-term purchase obligations.


	Payments due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Material Cash Requirements
Federal funds purchased and repurchase agreements	$	3,324,938	$	3,324,938	$	—	$	—	$	—
Long-term debt obligations		522,896		—		—		—		522,896
Operating lease obligations		80,812		18,125		31,895		20,046		10,746
Time deposits		3,760,862		3,614,744		130,244		13,714		2,160
Total	$	7,689,508	$	6,957,807	$	162,139	$	33,760	$	535,802


	Maturities due by Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Commitments, Contingencies and Guarantees
Commitments to extend credit for loans (excluding credit card loans)	$	17,819,711	$	7,844,323	$	6,132,122	$	2,678,552	$	1,164,714
Commitments to extend credit under credit card loans		5,994,640		5,994,640		—		—		—
Commercial letters of credit		217		217		—		—		—
Standby letters of credit		468,384		353,795		99,002		14,809		778
Forward contracts		119,978		119,978		—		—		—
Spot foreign exchange contracts		34,233		34,233		—		—		—
Commitments to extend credit for securities purchased under agreements to resell		191,000		191,000		—		—		—
Total	$	24,628,163	$	14,538,186	$	6,231,124	$	2,693,361	$	1,165,492

For further discussion of capital and liquidity, see the “Quantitative and Qualitative Disclosures about Market Risk – Liquidity Risk” in Item 7A of this report.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses the Company’s Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for credit losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Under different assumptions or conditions, actual results may differ from the recorded estimates.

Management believes that the Company’s critical accounting policies and estimates are those relating to the allowance for credit losses and certain purchase accounting fair value estimates including the fair value of loans acquired in, and the core deposit intangibles associated with, the acquisition of HTLF.

Allowance for Credit Losses

The Company’s ACL represents management’s judgment of the total expected losses included in the Company’s assets held at amortized cost. The Company’s process for recording the ACL is based on the evaluation of the Company’s lifetime historical loss experience, management’s understanding of the credit quality inherent in the loan portfolio, and the impact of the current economic environment, coupled with reasonable and supportable economic forecasts.

A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL. To develop the estimate, the Company follows the guidelines in ASC Topic 326, Financial Instruments – Credit Losses. The estimate reserves for assets held at amortized cost, which include the Company’s loan and held-to-maturity security portfolios.

The estimation process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans. These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics. This process is designed to produce a lifetime estimate of the losses, at a reporting date, that is based on evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement. This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered in its estimate.

The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan and held-to-maturity security portfolios considering available information, from internal and external sources, relevant to assessing exposure to credit loss over the contractual term of the instrument. While management utilizes its best judgment and information available, the ultimate adequacy of the ACL is dependent upon a variety of factors beyond the Company’s control, including the performance of its portfolios, the economy, and changes in interest rates. As such, significant downturns in circumstances relating to loan quality and economic conditions could result in a requirement for additional allowance. Likewise, an upturn in loan quality and improved economic conditions may allow a reduction in the required allowance. In either instance, unanticipated changes could have a significant impact on the Company’s Provision for credit losses and ACL reported in its Consolidated Income Statements and Consolidated Balance Sheets, respectively.

For more information on loan portfolio segments, the Company’s ACL methodology, and management’s assumptions in estimating the ACL, refer to the section captioned “Allowance for Credit Losses” within Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements.

Purchase Accounting Fair Value Estimates

Assets acquired and liabilities assumed in a business combination are recorded at their fair values as of the date of acquisition. The determination of estimated fair values required management to make certain estimates about discount rates, expected future cash flows, market conditions at the time of acquisition, and other future events that are highly subjective in nature and may require adjustments. The fair values for these items are further discussed in Note 1, “Summary of Significant Accounting Policies” and Note 20, “Acquisition,” in the Notes to the Consolidated Financial Statements. Fair values of loans acquired in and core deposit intangibles associated with the acquisition of HTLF are considered critical accounting estimates and are further discussed below.

Loans

The fair value for acquired loans was based on a discounted cash flow method that considered the loans’ underlying characteristics including account type, remaining terms of loans, annual interest rates or coupon, fixed or variable interest rate, past delinquencies, risk rating, timing of principal and interest payments, current market rates, loan to value ratios, loss exposure, more specifically the probability of default and loss given default, and remaining balance. Loans were aggregated according to similar characteristics when applying the valuation method.

Core Deposit Intangibles

Core deposit intangibles represent the value of relationships with deposit clients and the cost savings derived from available core deposits relative to an alternative funding source. The fair value of the core deposit intangible was estimated using a net cost savings method, a variation of the income approach. This approach considers expected client attrition rates, average life and balance inflation, alternative cost of funds, the interest cost and net maintenance cost associated with the client deposit base, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Risk Management

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The following discussion of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Interest Rate Risk

In the banking industry, a major risk exposure is changing interest rates. To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board. The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure. The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis. The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time. On a limited basis, the Company uses hedges such as swaps, rate floors, and futures contracts to manage interest rate risk on certain loans, trading securities, trust preferred securities, and deposits. See further information in Note 17 “Derivatives and Hedging Activities” in the Notes to the Company’s Consolidated Financial Statements.

Overall, the Company attempts to manage interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk and credit risk.

Net Interest Income Modeling

The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin. This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment. Through these simulations, management estimates the impact on net interest income of a 200-basis-point upward or a 300-basis-point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two-year period. In ramp scenarios, rates change gradually for a one-year period and remain constant in year two. In shock scenarios, rates change immediately and the change is sustained for the remainder of the two year scenario horizon. Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies. Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes. The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.

Table 20 shows the net interest income percentage increase or decrease over the next twelve- and twenty-four-month periods as of December 31, 2025 and 2024 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.

Table 20

MARKET RISK


	Hypothetical change in interest rate – Rate Ramp
	Year One						Year Two
	December 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024
(basis points)	Percentage change			Percentage change			Percentage change			Percentage change
200		(2.0	)%		(3.9	)%		3.8	%		1.3	%
100		(1.1	)		(2.3	)		1.3			(0.2	)
Static		—			—			—			—
(100)		1.8			3.0			(0.9	)		0.7
(200)		3.5			6.1			(2.3	)		1.6
(300)		5.6			9.1			(2.8	)		1.5


	Hypothetical change in interest rate – Rate Shock
	Year One						Year Two
	December 31, 2025			December 31, 2024			December 31, 2025			December 31, 2024
(basis points)	Percentage change			Percentage change			Percentage change			Percentage change
200		0.2	%		(2.7	)%		5.0	%		3.0	%
100		(0.9	)		(2.3	)		1.7			0.6
Static		—			—			—			—
(100)		1.2			3.4			(1.9	)		(0.4	)
(200)		2.0			6.8			(4.7	)		(0.7	)
(300)		3.6			9.1			(6.9	)		(2.3	)

The Company is positioned relatively neutral to changes in interest rates in the next year. Net interest income is predicted to increase in the 200-basis-point upward shock scenario. Net interest income is predicted to decrease in the 100-basis-point upward shock scenario and all upward rate ramp scenarios. In down rate scenarios net interest income is predicted to increase in all scenarios. In year two, net interest income is predicted to increase in all rising rate scenarios and decrease in all falling rate scenarios. The Company’s ability to price deposits consistent with its historical approach is a key assumption in these scenarios.

Repricing Mismatch Analysis

The Company also evaluates its interest rate sensitivity position in an attempt to maintain a balance between the amount of interest-bearing assets and interest-bearing liabilities which are expected to mature or reprice at any point in time. While a traditional repricing mismatch analysis (gap analysis) provides a snapshot of interest rate risk, it does not take into consideration that assets and liabilities with similar repricing characteristics may not, in fact, reprice at the same time or the same degree. Also, it does not necessarily predict the impact of changes in general levels of interest rates on net interest income.

Table 21 is a static gap analysis, which presents the Company’s assets and liabilities, based on their repricing or maturity characteristics and reflecting principal amortization. Table 22 presents the break-out of fixed and variable rate loans by repricing or maturity characteristics for each loan class.

Table 21

INTEREST RATE SENSITIVITY ANALYSIS (in millions)


	1-90			91-180			181-365						1-5			Over 5
	Days			Days			Days			Total			Years			Years			Total
December 31, 2025 Earning assets
Loans	$	26,031.2		$	1,032.1		$	1,528.2		$	28,591.5		$	8,166.9		$	2,023.0		$	38,781.4
Securities		1,459.5			628.7			1,058.9			3,147.1			7,832.0			9,130.6			20,109.7
Federal funds sold and resell agreements		1,548.1			—			—			1,548.1			—			—			1,548.1
Other		6,962.9			—			—			6,962.9			—			—			6,962.9
Total earning assets	$	36,001.7		$	1,660.8		$	2,587.1		$	40,249.6		$	15,998.9		$	11,153.6		$	67,402.1
% of total earning assets		53.4	%		2.5	%		3.8	%		59.7	%		23.7	%		16.6	%		100.0	%
Funding sources
Interest-bearing demand and savings	$	39,752.6		$	—		$	—		$	39,752.6		$	—		$	—		$	39,752.6
Time deposits		2,106.9			749.0			758.8			3,614.7			144.0			2.2			3,760.9
Federal funds purchased and repurchase agreements		3,324.9			—			—			3,324.9			—			—			3,324.9
Long term debt		220.0			—			144.9			364.9			109.3			—			474.2
Noninterest-bearing sources		17,143.4			—			—			17,143.4			—			2,946.1			20,089.5
Total funding sources	$	62,547.8		$	749.0		$	903.7		$	64,200.5		$	253.3		$	2,948.3		$	67,402.1
% of total earning assets		92.8	%		1.1	%		1.3	%		95.2	%		0.4	%		4.4	%		100.0	%
Interest sensitivity gap	$	(26,546.1	)	$	911.8		$	1,683.4		$	(23,950.9	)	$	15,745.6		$	8,205.3
Cumulative gap		(26,546.1	)		(25,634.3	)		(23,950.9	)		(23,950.9	)		(8,205.3	)		—
As a % of total earning assets		(39.4	)%		(38.0	)%		(35.5	)%		(35.5	)%		(12.2	)%		—	%
Ratio of earning assets to funding sources		0.58			2.22			2.86			0.63			63.16			3.78
Cumulative ratio of earning assets to funding sources
2025		0.58			0.60			0.63			0.63			0.87			1.00
2024		0.58			0.60			0.62			0.62			0.87			1.00

Table 22

Maturities and Sensitivities to Changes in Interest Rates

This table details loan maturities by variable and fixed rates as of December 31, 2025 (in thousands):


	Due in one year or less		Due after one year through five years		Due after five years through fifteen years		Due after fifteen years		Total
Variable Rate
Commercial and industrial	$	12,796,916	$	125,919	$	8,951	$	—	$	12,931,786
Specialty lending		518,237		—		—		—		518,237
Commercial real estate		9,982,792		504,883		11,094		—		10,498,769
Consumer real estate		1,057,762		733,182		243,066		—		2,034,010
Consumer		174,272		114		—		—		174,386
Credit cards		700,525		208		—		—		700,733
Leases and other		213,745		1,036		—		—		214,781
Total variable rate loans		25,444,249		1,365,342		263,111		—		27,072,702

Fixed Rate
Commercial and industrial		868,424		2,309,459		160,809		42		3,338,734
Specialty lending		—		—		—		—		—
Commercial real estate		1,647,823		3,473,889		749,788		5,970		5,877,470
Consumer real estate		592,037		970,589		682,562		159,300		2,404,488
Consumer		31,742		32,181		502		—		64,425
Credit cards		—		—		—		—		—
Leases and other		7,271		15,476		871		1		23,619
Total fixed rate loans		3,147,297		6,801,594		1,594,532		165,313		11,708,736
Total loans and loans held for sale	$	28,591,546	$	8,166,936	$	1,857,643	$	165,313	$	38,781,438

Trading Account

The Company carries securities in a trading account that is maintained in accordance with Board-approved policy and procedures. The policy limits the amount and type of securities that can be carried in the trading account and requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters. The risk associated with the carrying of trading securities is offset by utilizing financial instruments including exchange-traded financial futures as well as short sales of U.S. Treasury and Corporate securities. The trading securities and related hedging instruments are marked-to-market daily. The trading account had a balance of $22.3 million as of December 31, 2025, compared to $28.5 million as of December 31, 2024. Securities sold not yet purchased (i.e., short positions) totaled $4.1 million at December 31, 2025 and $7.1 million at December 31, 2024 and are classified within the Other liabilities line of the Company's Consolidated Balance Sheets.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The discussion in Table 21 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

Other Market Risk

The Company has minimal foreign currency risk as a result of foreign exchange contracts. See Note 10, “Commitments, Contingencies and Guarantees” in the Notes to the Consolidated Financial Statements.

Credit Risk Management

Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms. The Company utilizes a centralized credit administration function, which provides information on the Bank’s

risk levels, delinquencies, an internal risk grading system and overall credit exposure. Loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards. In addition, the Company has an internal loan review staff that operates independently of the Bank. This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration. The respective regulatory authority of the Bank also reviews loan portfolios.

A primary indicator of credit quality and risk management is the level of nonperforming loans. Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual. The Company’s nonperforming loans increased $125.4 million to $144.7 million at December 31, 2025, compared to December 31, 2024. The increase is attributable to additional non-performing loans related to the acquisition of HTLF. There was an immaterial amount of interest recognized on nonperforming loans during 2025, 2024, and 2023.

The Company had $4.8 million and $1.6 million of other real estate owned as of December 31, 2025 and December 31, 2024, respectively. Other repossessed assets totaled $26.8 million as of December 31, 2024. Loans past due more than 90 days and still accruing interest totaled $18.4 million as of December 31, 2025, compared to $7.6 million as of December 31, 2024.

A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted. The accrual of interest is discontinued and recorded thereafter only when actually received in cash.

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. The Company had $169 thousand of restructured loans at December 31, 2025 and $196 thousand at December 31, 2024.

Table 23

LOAN QUALITY (in thousands)


	December 31,
	2025			2024
Nonaccrual loans	$	144,640		$	19,241
Restructured loans on nonaccrual		26			41
Total non-performing loans		144,666			19,282
Other real estate owned		4,800			1,612
Other repossessed assets		—			26,779
Total non-performing assets	$	149,466		$	47,673

Loans past due 90 days or more	$	18,403		$	7,602
Restructured loans accruing		143			155
Allowance for credit losses on loans		419,478			259,089
Ratios
Non-performing loans as a % of loans		0.37	%		0.08	%
Non-performing assets as a % of loans plus other real estate owned and other repossessed assets		0.39			0.19
Non-performing assets as a % of total assets		0.20			0.09
Loans past due 90 days or more as a % of loans		0.05			0.03
Allowance for credit losses on loans as a % of loans		1.08			1.01
Allowance for credit losses on loans as a multiple of non-performing loans	2.90x			13.44x

Table 24

SUMMARY OF NET CHARGE-OFFS (in thousands)


	2025							2024
	Net Charge-Offs (Recoveries)		Average Loans Outstanding		Net Charge-Offs (Recoveries) to Average Loans Outstanding			Net Charge-Offs (Recoveries)			Average Loans Outstanding		Net Charge-Offs (Recoveries) to Average Loans Outstanding
At December 31:
Commercial and industrial	$	44,138	$	14,437,140		0.31	%	$	3,551		$	10,169,805		0.03	%
Specialty lending		—		549,409		—			(4	)		497,301		(0.00	)
Commercial real estate		11,596		15,789,274		0.07			250			9,517,745		0.00
Consumer real estate		1,766		4,188,867		0.04			(216	)		3,036,136		(0.01	)
Consumer real estate		2,693		254,889		1.06			1,283			166,278		0.77
Credit cards		22,157		744,939		2.97			18,397			587,958		3.13
Leases and other		21		101,435		0.02			1			234,324		0.00
Total	$	82,371	$	36,065,953		0.23	%	$	23,262		$	24,209,547		0.10	%

Net charge-offs for the year ended December 31, 2025 were $82.4 million, compared to $23.3 million for the year ended December 31, 2024.

Liquidity Risk

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds. The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds. Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position. The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $13.7 billion of high-quality securities available for sale. The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits. Additionally, management believes it can raise debt or equity capital on favorable terms in the future, should the need arise.

Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements. All customer repurchase agreements require collateral in the form of a security. The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations. These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed due to the pledging restriction. At December 31, 2025, $13.4 billion, or 68.8%, of securities were pledged or used as collateral, compared to $10.5 billion, or 80.1%, at December 31, 2024.

The Company also has other commercial commitments that may impact liquidity. These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The total amount of these commercial commitments at December 31, 2025 was $24.3 billion. Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases. Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future. The declaration and payment of dividends to shareholders, as well as the amount thereof, are subject to the discretion of the Board and depend on the Company’s results of operations, financial condition, capital levels, cash requirements, future prospects, regulatory requirements and other factors deemed relevant by the Board. There can be no assurance the Company will declare and pay dividends to shareholders. The Bank is subject to various rules regarding payment of dividends to the Company. For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval. The Company also uses cash to inject capital into the Bank and its non-Bank subsidiaries to maintain adequate capital as well as to fund strategic initiatives.

In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032. The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.

As part of the acquisition of HTLF, the Company acquired $150.0 million in aggregate subordinated notes due September 2031. The subordinated notes have a fixed interest rate of 2.75% until September 2026, at which time the interest rate will reset quarterly. The subordinated notes had an acquired fair value of $138.8 million as of January 31, 2025.

Operational Risk

Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties. This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service. This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards.

The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions. In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation. In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.

The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations. These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics and business practices are followed on a uniform basis. In certain cases, the Company has experienced losses from operational risk. Such losses have included the effects of operational errors

that the Company has discovered and included as expense in the statement of income. While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems and corporate-wide processes and procedures.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors

UMB Financial Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of UMB Financial Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 26, 2026 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for credit losses on certain loans evaluated on a collective basis

As discussed in Notes 1 and 3 to the consolidated financial statements, the Company’s total allowance for credit losses on loans was $419.5 million as of December 31, 2025, a substantial portion of which related to the allowance for credit losses for loans evaluated on a collective basis for the commercial and industrial and commercial real estate segments (the collective ACL). The collective ACL includes the measure of expected credit losses on a pool basis for loans where similar risk characteristics exist and is determined using relevant available information from internal and external sources related to historical credit loss experience, current

conditions, and reasonable and supportable economic forecasts. The Company uses probability of default (PD) and loss given default (LGD) models for the commercial and industrial and commercial real estate segments. For the commercial and industrial segment, the collective ACL is calculated by modeling PD over future periods multiplied by historical LGD multiplied by contractual exposure at default minus any estimated prepayments and charge offs. For the commercial real estate segment, the collective ACL is calculated by modeling PD over future periods based on peer bank data. The PD loss rate is then multiplied by historical LGD multiplied by contractual exposure at default minus any estimated prepayments and charge offs. Primary risk drivers are segment specific and include macro-economic variables and risk ratings of the individual loans within the commercial and industrial and commercial real estate loan segments. After the reasonable and supportable forecast periods, the Company reverts to historical loss experience for each portfolio using a cliff or straight-line reversion method. A portion of the collective ACL is comprised of qualitative factors which represent adjustments to historical loss experience.

We identified the assessment of the collective ACL as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the collective ACL. Specifically, the assessment encompassed the evaluation of the collective ACL methodology, including the methods and models used to estimate (1) the PD and LGD and historical loss rates and their significant assumptions, including average prepayment rates, the economic forecast scenario, macro-economic variables, the reasonable and supportable forecast periods, lengths of time and methods of reversion, and risk ratings, and (2) the qualitative factors and their significant assumptions. The assessment also included an evaluation of the conceptual soundness and performance of the PD and LGD and historical loss rate models.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the measurement of the collective ACL, including controls related to the:

•

design of the collective ACL methodology

•

continued use of the PD and LGD and historical loss rate models

•

determination and measurement of the significant assumptions used in the PD and LGD and historical loss rate models

•

continued use of the qualitative factors

•

performance monitoring of the PD and LGD and historical loss rate models

•

analysis of the overall ACL results, trends, and ratios

•

risk ratings assigned to loans.

We evaluated the Company’s process to develop the collective ACL estimate by testing certain sources of data, factors, and assumptions that the Company used, and considered the relevance and reliability of such data, factors, and assumptions. In addition, we involved credit risk professionals with specialized skills and knowledge, who assisted in:

•

evaluating the Company’s collective ACL methodology for compliance with U.S. generally accepted accounting principles

•

evaluating judgments made by the Company relative to the continued use and performance monitoring of the PD and LGD and historical loss rate models by comparing them to relevant Company specific metrics and trends and the applicable industry and regulatory practices

•

assessing the conceptual soundness and performance testing of the PD and LGD and historical loss rate models by inspecting the model documentation to determine whether the models are suitable for their intended use

•

evaluating the methodology used to develop the economic forecast scenario and underlying assumptions by comparing it to the Company’s business environment and relevant industry practices

•

testing the historical credit cycle period and evaluating the length of the reasonable and supportable forecast period by comparing to specific portfolio risk characteristics and trends

•

testing individual risk ratings for a selection of commercial and industrial and commercial real estate loans by evaluating the financial performance of the borrower, sources of repayment, and any relevant guarantees or underlying collateral

•

evaluating the methodology used to develop the qualitative factors and the effect of those factors on the collective ACL compared with relevant credit risk factors and consistency with credit trends and identified limitations of the underlying quantitative models.

Fair value measurement of acquired loans and the core deposit intangible in the acquisition of Heartland Financial USA, Inc. (HTLF)

As discussed in Note 20 to the consolidated financial statements, on January 31, 2025, the Company completed its acquisition of Heartland Financial USA, Inc. The transaction was accounted for as a business combination and the assets acquired and liabilities assumed are required to be measured at fair value at the date of acquisition under the purchase method of accounting. The Company acquired loans with a fair value of $9.8 billion and established a core deposit intangible (CDI) asset with a fair value of $474.1 million. The fair value of the acquired loans is based on a discounted cash flow method that considered the loans’ underlying characteristics including account type, remaining terms of loan, annual interest rates or coupon, fixed or variable interest rates, past delinquencies, risk ratings, timing of principal and interest payments, current market rates, loan to value ratios, loss exposure, more specifically the probability of default and loss given default, and remaining balance. The fair value of the CDI asset is estimated using a net cost savings method, a variation of the income approach. This approach considers expected client attrition rates, average life and balance inflation, alternative cost of funds, the interest cost and net maintenance cost associated with the client deposit base, and a discount rate used to discount the future economic benefits of the core deposit intangible asset to present value.

We identified the evaluation of the fair value measurement of the acquired loans and CDI asset as a critical audit matter. A high degree of audit effort, including specialized skills and knowledge, and subjective and complex auditor judgment was involved in the assessment of the fair value measurements due to significant measurement uncertainty. Specifically, the assessment of the fair value measurements involved an evaluation of the valuation methods and certain assumptions, including the risk ratings, probability of default rates, and loss given default rates for the acquired loans; and the expected client attrition rates for the CDI asset. Changes in the assumptions could have a significant impact on the estimated fair values.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the fair value measurement of the acquired loans and the CDI asset, including controls related to the:

•

development of the valuation methods

•

determination of the risk ratings, probability of default rates, and loss given default rates for the acquired loans

•

determination of the expected client attrition rates for the CDI asset.

We evaluated the Company’s process to develop the fair values of the acquired loans and the CDI asset by testing certain sources of data and assumptions that the Company used and considered the relevance and reliability of such data and assumptions. We involved valuation and credit risk professionals with specialized skills and knowledge, who assisted in evaluating the valuation methods used by the Company to estimate the fair values of acquired loans and CDI asset for compliance with U.S. generally accepted accounting principles:

Specific to the acquired loans:

•

developing independent ranges of fair value for acquired loans, including the development of independent assumptions for probability of default rates and loss given default rates

•

assessing the Company’s estimate of fair value for acquired loans by comparing them to the independently developed ranges

•

testing individual risk ratings for a selection of acquired loans by evaluating the financial performance of the borrower, sources of repayment, and any relevant guarantees or underlying collateral.

Specific to the CDI asset:

•

evaluating the expected client attrition rates by comparing historical experience and the specific facts and circumstances of the acquisition to market information from third-party sources.

/s/ KPMG LLP

We have served as the Company’s auditor since 2014.

Kansas City, Missouri
February 26, 2026

UMB FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share and per share data)


	December 31,
	2025			2024
ASSETS
Loans	$	38,779,408		$	25,642,301
Allowance for credit losses on loans		(419,478	)		(259,089	)
Net loans		38,359,930			25,383,212
Loans held for sale		2,030			2,756
Securities:
Available for sale (amortized cost of $13,999,900 and $8,407,676, respectively)		13,709,141			7,774,334
Held to maturity, net of allowance for credit losses of $1,684 and $2,645, respectively (fair value of $5,250,465 and $4,748,938, respectively)		5,722,543			5,376,267
Trading securities		22,331			28,533
Other securities		676,300			471,018
Total securities		20,130,315			13,650,152
Federal funds sold and securities purchased under agreements to resell		1,548,093			545,000
Interest-bearing due from banks		6,940,535			7,986,270
Cash and due from banks		952,547			573,175
Premises and equipment, net		398,271			221,773
Accrued income		349,639			246,095
Goodwill		1,839,825			207,385
Other intangibles, net		486,869			63,647
Other assets		2,086,036			1,530,199
Total assets	$	73,094,090		$	50,409,664
LIABILITIES
Deposits:
Noninterest-bearing demand	$	17,143,341		$	13,617,167
Interest-bearing demand and savings		39,752,587			27,397,195
Time deposits under $250,000		1,934,617			969,132
Time deposits of $250,000 or more		1,826,245			1,158,535
Total deposits		60,656,790			43,142,029
Federal funds purchased and repurchase agreements		3,324,938			2,609,715
Long-term debt		474,229			385,292
Accrued expenses and taxes		435,351			368,457
Other liabilities		509,214			437,630
Total liabilities		65,400,522			46,943,123
SHAREHOLDERS’ EQUITY
Series B Fixed-Rate Reset Non-Cumulative Perpetual Preferred stock, $0.01 par value; 30,000 authorized, issued and outstanding		294,066			—
Common stock, $1.00 par value; 160,000,000 and 80,000,000 shares authorized; 78,665,809 and 55,056,730 shares issued, 75,960,675 and 48,814,177 shares outstanding, at December 31, 2025 and December 2024, respectively		78,666			55,057
Capital surplus		4,011,047			1,145,638
Retained earnings		3,736,413			3,174,948
Accumulated other comprehensive loss, net		(261,520	)		(573,050	)
Treasury stock, 2,705,134 and 6,242,553 shares, at cost, respectively		(165,104	)		(336,052	)
Total shareholders' equity		7,693,568			3,466,541
Total liabilities and shareholders' equity	$	73,094,090		$	50,409,664

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

(dollars in thousands, except share and per share data)


	Year Ended December 31,
	2025		2024		2023
INTEREST INCOME
Loans	$	2,415,279	$	1,612,948	$	1,399,961
Securities:
Taxable interest		504,630		257,562		214,981
Tax-exempt interest		130,206		99,375		102,197
Total securities income		634,836		356,937		317,178
Federal funds and resell agreements		38,152		17,628		17,647
Interest-bearing due from banks		264,915		182,145		103,190
Trading securities		1,098		1,351		729
Total interest income		3,354,280		2,171,009		1,838,705
INTEREST EXPENSE
Deposits		1,336,549		982,302		704,210
Federal funds and repurchase agreements		108,704		106,558		93,026
Other		46,822		81,257		121,353
Total interest expense		1,492,075		1,170,117		918,589
Net interest income		1,862,205		1,000,892		920,116
Provision for credit losses		154,500		61,050		41,227
Net interest income after provision for credit losses		1,707,705		939,842		878,889
NONINTEREST INCOME
Trust and securities processing		343,398		290,571		257,200
Trading and investment banking		25,305		24,226		19,630
Service charges on deposit accounts		113,206		84,512		84,950
Insurance fees and commissions		910		1,257		1,009
Brokerage fees		79,592		61,564		54,119
Bankcard fees		113,924		87,797		74,719
Investment securities gains (losses), net		30,967		10,720		(3,139	)
Other		82,748		67,470		53,365
Total noninterest income		790,050		628,117		541,853
NONINTEREST EXPENSE
Salaries and employee benefits		883,883		593,913		553,421
Occupancy, net		73,722		47,539		48,502
Equipment		64,915		63,406		68,718
Supplies and services		28,503		14,845		16,829
Marketing and business development		45,682		28,439		25,749
Processing fees		172,846		117,899		103,099
Legal and consulting		92,304		46,207		29,998
Bankcard		49,503		44,265		32,969
Amortization of other intangible assets		93,521		7,705		8,587
Regulatory fees		28,751		31,904		77,010
Other		89,170		30,564		34,258
Total noninterest expense		1,622,800		1,026,686		999,140
Income before income taxes		874,955		541,273		421,602
Income tax expense		172,557		100,030		71,578
NET INCOME	$	702,398	$	441,243	$	350,024
Less: Preferred dividends		17,781		—		—
NET INCOME AVAILABLE TO COMMON SHAREHOLDERS	$	684,617	$	441,243	$	350,024

PER SHARE DATA
Net income per common share – basic	$	9.35	$	9.05	$	7.22
Net income per common share – diluted		9.29		8.99		7.18
Dividends per common share		1.63		1.57		1.53
Weighted average common shares outstanding – basic		73,259,082		48,747,814		48,503,643
Weighted average common shares outstanding – diluted		73,670,643		49,056,956		48,763,820

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)


	Year Ended December 31,
	2025			2024			2023
Net income	$	702,398		$	441,243		$	350,024
Other comprehensive income (loss), before tax:
Unrealized gains and losses on debt securities:
Change in unrealized holding gains and losses, net		343,056			(8,956	)		147,977
Less: Reclassification adjustment for net (gains) losses included in net income		(473	)		(139	)		279
Amortization of net unrealized loss on securities transferred from available-for-sale to held-to-maturity		32,049			35,905			39,851
Change in unrealized gains and losses on debt securities		374,632			26,810			188,107
Unrealized gains and losses on derivative hedges:
Change in unrealized gains and losses on derivative hedges, net		32,973			(40,530	)		15,015
Less: Reclassification adjustment for net losses (gains) included in net income		7,287			(8,069	)		(10,654	)
Change in unrealized gains and losses on derivative hedges		40,260			(48,599	)		4,361
Other comprehensive income (loss), before tax		414,892			(21,789	)		192,468
Income tax (expense) benefit		(103,362	)		5,674			(46,668	)
Other comprehensive income (loss)		311,530			(16,115	)		145,800
Comprehensive income	$	1,013,928		$	425,128		$	495,824

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(dollars in thousands, except per share data)


	Preferred Stock		Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total
Balance January 1, 2023	$	—	$	55,057	$	1,125,949		$	2,536,086		$	(702,735	)	$	(347,264	)	$	2,667,093
Total comprehensive income		—		—		—			350,024			145,800			—			495,824
Common dividends ($1.53 per share)		—		—		—			(75,286	)		—			—			(75,286	)
Purchase of treasury stock		—		—		—			—			—			(8,367	)		(8,367	)
Issuances of equity awards, net of forfeitures		—		—		(10,385	)		—			—			11,104			719
Recognition of equity-based compensation		—		—		17,975			—			—			—			17,975
Sale of treasury stock		—		—		220			—			—			296			516
Exercise of stock options		—		—		604			—			—			1,341			1,945
Balance December 31, 2023	$	—	$	55,057	$	1,134,363		$	2,810,824		$	(556,935	)	$	(342,890	)	$	3,100,419
Total comprehensive income (loss)		—		—		—			441,243			(16,115	)		—			425,128
Common dividends ($1.57 per share)		—		—		—			(77,119	)		—			—			(77,119	)
Purchase of treasury stock		—		—		—			—			—			(7,738	)		(7,738	)
Issuances of equity awards, net of forfeitures		—		—		(11,220	)		—			—			11,923			703
Recognition of equity-based compensation		—		—		21,876			—			—			—			21,876
Sale of treasury stock		—		—		342			—			—			240			582
Exercise of stock options		—		—		1,690			—			—			2,413			4,103
Common stock issuance costs		—		—		(1,413	)		—			—			—			(1,413	)
Balance December 31, 2024	$	—	$	55,057	$	1,145,638		$	3,174,948		$	(573,050	)	$	(336,052	)	$	3,466,541

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(dollars in thousands, except per share data)


	Preferred Stock			Common Stock		Capital Surplus			Retained Earnings			Accumulated Other Comprehensive (Loss) Income			Treasury Stock			Total
Balance January 1, 2025	$	—		$	55,057	$	1,145,638		$	3,174,948		$	(573,050	)	$	(336,052	)	$	3,466,541
Total comprehensive income		—			—		—			702,398			311,530			—			1,013,928
Cash dividends declared:
Preferred dividends Series A ($350.00 per share)		—			—		—			(4,025	)		—			—			(4,025	)
Preferred dividends Series B ($458.54 per share)		—			—		—			(13,756	)		—			—			(13,756	)
Common dividends ($1.63 per share)		—			—		—			(123,357	)		—			—			(123,357	)
Purchase of treasury stock		—			—		—			—			—			(17,628	)		(17,628	)
Issuances of equity awards, net of forfeitures		—			—		(18,816	)		—			—			19,616			800
Recognition of equity-based compensation		—			—		57,334			—			—			—			57,334
Sale of treasury stock		—			—		343			—			—			351			694
Exercise of stock options		—			—		90			—			—			524			614
Common stock issuance		—			—		67,056			—			—			168,085			235,141
Preferred stock issuance, net of issuance costs		294,066			—		—			—			—			—			294,066
Preferred stock redemption		(110,705	)		—		(4,500	)		205			—			—			(115,000	)
Stock issuance for acquisition, net of issuance costs		110,705			23,609		2,763,902			—			—			—			2,898,216
Balance December 31, 2025	$	294,066		$	78,666	$	4,011,047		$	3,736,413		$	(261,520	)	$	(165,104	)	$	7,693,568

See Notes to Consolidated Financial Statements.

UMB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	Year Ended December 31,
	2025			2024			2023
OPERATING ACTIVITIES
Net income	$	702,398		$	441,243		$	350,024
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		154,500			61,050			41,227
Net (accretion) amortization of premiums and discounts from acquisition		(139,775	)		3,573			1,060
Depreciation and amortization		141,770			52,771			58,723
Amortization of debt issuance costs		745			876			876
Deferred income tax expense (benefit)		82,825			(16,174	)		(20,439	)
Net decrease (increase) in trading securities and other earning assets		6,202			(10,440	)		(113	)
(Gains) losses on investment securities, net		(30,967	)		(10,720	)		3,139
Losses (gains) on sales of assets		105			(3,197	)		(4,343	)
Amortization of securities premiums, net of discount accretion		(9,739	)		44,323			42,037
Originations of loans held for sale		(101,890	)		(87,129	)		(68,673	)
Gains on sales of loans held for sale, net		(2,742	)		(2,279	)		(1,693	)
Proceeds from sales of loans held for sale		105,358			91,072			67,924
Equity-based compensation		37,745			22,579			18,694
Changes in:
Accrued income		(29,265	)		(24,592	)		(31,075	)
Accrued expenses and taxes		26,247			(20,453	)		148,154
Other assets and liabilities, net		83,176			(317,217	)		(132,918	)
Net cash provided by operating activities		1,026,693			225,286			472,604
INVESTING ACTIVITIES
Securities held to maturity:
Maturities, calls and principal repayments		627,137			458,174			424,341
Purchases		(507,706	)


Missouri	43-0903811
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


1010 Grand Boulevard, Kansas City, Missouri	64106
(Address of principal executive offices)	(Zip Code)


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 1/400th interest in a share of 7.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock Series B	UMBFO	The NASDAQ Global Select Market


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐


Class	Outstanding at February 20, 2026
Common Stock, $1.00 Par Value	76,135,481


PART I	4

ITEM 1. BUSINESS	4

ITEM 1A. RISK FACTORS	15

ITEM 1B. UNRESOLVED STAFF COMMENTS	30

ITEM 1C. CYBERSECURITY	30

ITEM 2. PROPERTIES	32

ITEM 3. LEGAL PROCEEDINGS	33

ITEM 4. MINE SAFETY DISCLOSURES	33

PART II	34

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	34

ITEM 6. [RESERVED]	35

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	36

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	73

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	150

ITEM 9A. CONTROLS AND PROCEDURES	150

ITEM 9B. OTHER INFORMATION	152

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	152

PART III	153

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	153

ITEM 11. EXECUTIVE COMPENSATION	153

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	153

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	154

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES	154

PART IV	155

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	155

ITEM 16. FORM 10-K SUMMARY	157

SIGNATURES	158

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

PART I

ITEM 1. BUSINESS

ITEM 1A. RISK FACTORS

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 1C. CYBERSECURITY

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA