8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  8/24/2022

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38481

MO	43-0903811
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 Par Value	UMBF	The NASDAQ Global Select Market

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

Emerging growth company ☐

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

Item 5.04Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 24, 2022, UMB Financial Corporation (the “Company”) sent a notice to its directors and executive officers (the “Notice”) informing them of an upcoming blackout period (the “Blackout Period”) for all shares of common stock of the Company held in the UMB Profit Sharing and 401(k) Savings and ESOP Plan (the “Plan”). The Blackout Period is necessary to effectuate the replacement of the Plan’s current trustee/custodian and Plan administrator.  A copy of the Notice is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The Blackout Period will begin on September 28, 2022 at 4:00 p.m. EST and is expected to end during the week beginning October 16, 2022.  During the blackout period, participants in the Plan will not be able to (i) change contribution rates or enroll in the 401(k); (ii) request and exchange (transfer) between investment options in the 401(k); (iii) change how contributions will be invested; (iv) request a loan or distribution that does not require paperwork; and (v) check 401(k) or ESOP balances.  The Notice additionally informed the directors and executive officers that, during the Blackout Period, they will be prohibited from engaging in certain transactions involving the Company’s equity securities.

During the Blackout Period and for the two year period following the ending date of the Blackout Period, Company shareholders or other interested parties may obtain, without charge, the actual beginning and ending dates of the Blackout Period from, and may direct other inquiries about the Blackout Period to, Mr. John Pauls, UMB Financial Corporation, 1010 Grand Boulevard, Kansas City, MO 64106, telephone number (816) 860-7889.

Item 9.01    Financial Statements and Exhibits

99.1 Notice to Directors and Executive Officers of UMB Financial Corporation Concerning Blackout  

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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

Date: August 25, 2022

EX-99.1

EXHIBIT 99.1

To:DirectorsandExecutiveOfficers

From:JohnPauls,GeneralCounsel

Date:August 24, 2022

Re:  Notice Regarding Blackout Period and Regulation BTR Trading Restrictions

This notice is to inform you of temporary restrictions on the trading of UMB Financial Corporation (the “Company”)equitysecuritiesduringanupcoming“blackoutperiod”thatwillapplytotheUMBProfitSharing and 401(k) Savings and ESOP Plan (the “Plan”). This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (“applicable law”).

TheblackoutperiodisnecessarytoeffectuatethereplacementofthePlan’scurrenttrustee/custodianand Plan administrator. During the blackout period, participants in the Plan will not be able to (i) change contribution rates or enroll in the 401(k); (ii) request and exchange (transfer) between investment options inthe401(k);(iii)changehowcontributionswillbeinvested;(iv)requestaloanordistributionthatdoesnot requirepaperwork;and(v)check401(k)orESOPbalances. Theblackoutperiodwillbeginat4:00p.m. EST on Wednesday, September 28, 2022, and will end as soon as administratively possible, which is expected to take place during the week beginning October 16, 2022 (the “Blackout Period”). We will notify you when the Blackout Period has ended.

Inaccordancewithapplicablelaw,theCompany’sdirectorsandexecutiveofficersareprohibitedduringthe Blackout Period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director.

Please note that “equity securities” is defined broadly to include the Company’s common stock, stock options,andotherderivativesecurities.Also,prohibitedtransactionsarenotlimitedtothoseinvolvingyour directownership,butincludeanytransactioninequitysecuritiesinwhichyouhaveapecuniaryinterest(for example, transactions by your immediate family members living in your household).

Please contact me at 1010 Grand Boulevard, Kansas City, MO 64106 or via telephone at (816) 860-7889 ifyou have anyquestions orconcernsaboutthe Blackout Period, including ifyou wanttoconfirm whether the Blackout Period has begun or ended. If you engagein atransaction that violatesthese rules, you maybe required to disgorgeyourprofitsfrom the transaction, and you may besubject to civiland criminal penalties. Please remember that you are required to pre-clear with UMB Corporate Legal any trades you would like to make in Company stock.

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Document and Entity Information	Aug. 24, 2022
Cover [Abstract]
Entity Registrant Name	UMB FINANCIAL CORP
Entity Incorporation State Country Code	MO
Amendment Flag	false
Entity Central Index Key	0000101382
Document Type	8-K
Document Period End Date	Aug. 24, 2022
Entity File Number	001-38481
Entity Tax Identification Number	43-0903811
Entity Address, Address Line One	1010 Grand Blvd.
Entity Address, City or Town	Kansas City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64106
City Area Code	816
Local Phone Number	860-7000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Security 12b Title	Common Stock, $1.00 Par Value
Trading Symbol	UMBF
Security Exchange Name	NASDAQ