SEC Form 11-K filed by UMB Financial Corporation

The following description of the UMB Profit Sharing and 401(k) Savings Plan (the Plan) provides only general information. Participants should refer to the Plan Agreement for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution profit sharing plan covering substantially all employees of UMB Financial Corporation and affiliates (collectively, the Company or UMB) and provides for retirement, disability and death benefits. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The Trustee is Fidelity Management Trust Company.

Eligibility and Participation

Employees are eligible to make elective deferral contributions and receive the Company matching contribution upon the first of the month following the date of hire. The Plan provides that employees with one year of service and 1,000 hours of service each year become eligible to participate in the profit sharing portion of the Plan. Employees are eligible to receive the Company profit sharing contribution on the earlier of the first day of the Plan year or the first day of the seventh month of the Plan year after satisfying eligibility requirements. With limited exceptions, participants must be actively employed on the last day of the Plan year to share in any Company profit sharing contributions. Through the acquisition of Heartland Financial USA, Inc. (HTLF) on January 31, 2025, individuals who became employees of the Company are eligible to participate in the Plan. The HTLF Retirement Plan was terminated on January 30, 2025, and participants in that plan had the option to rollover their balances to the Plan. The rollover process for employees who elected to move balances into the Plan was completed in September 2025.

Contributions

Contributions are subject to certain Internal Revenue Code (IRC) limitations.

Employee Contributions:

Each year, participants may contribute up to a percentage of their annual compensation as defined in the Plan Agreement. Participants may also elect to designate their contributions as pretax contributions, Roth contributions, or a combination of pretax and Roth contributions. In addition, all employees who are eligible to make elective deferral contributions under the Plan and have attained age 50 shall be eligible to make catch-up contributions in accordance with the Plan Agreement. Beginning in 2025, employees turning age 60 to 63 during the calendar year may make additional catch-up contributions annually. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans.

All employees of UMB hired on or after January 1, 2008 who are otherwise eligible for the Plan, are subject to an “automatic election,” under which the Company will withhold 3 percent of compensation from the new employee’s paycheck each payroll period. That amount is contributed to the Plan as an elective deferral contribution, unless the employee completes a salary deferral agreement electing a different percentage. The automatic election is withheld from the paycheck following the employee's completion of eligibility for the Plan, which is the first of the month following completion of one month of employment. The automatic salary deferral will be invested in a target date fund with a maturity date that most closely corresponds to the participant's anticipated retirement date based on the participant's date of birth unless otherwise directed by the employee. The employee may modify the automatic election at any time to elect an alternative deferral amount or elect not to defer into the Plan. The Plan has an automatic escalation feature which increases an employee's contribution rate by 1 percent annually until the employee's contributions reach a maximum of 9 percent.

Employer Matching Contributions:

The Company will determine each year the amount, if any, that will be contributed to the Plan. The Company allows for matching contributions determined annually by the Chairman of the Board of Directors of the Company at his discretion. The matching contribution is based on the participant's eligible compensation for each payroll period and is funded during the year.

As of January 1, 2025, the UMB Retirement Master Trust (the Master Trust) was dissolved and the Plan no longer has an interest in the Master Trust. Prior to January 1, 2025, the assets of the Plan and the ESOP were combined into the Master Trust, a master trust established by the Company. Use of the Master Trust permits the commingling of Plan assets with the assets of the ESOP for investment and administrative purposes. At December 31, 2024, the Plan’s assets related to its share of the allocated net assets of the Master Trust. Although assets of both plans were commingled in the Master Trust, the Trustee maintained supporting records for the purpose of allocating investment income or loss to the participating plans. The net investment income or loss of the investment assets was allocated by the Trustee to each participating plan on a basis proportionate to the Plan’s share of net assets. All other activity was recorded in the Plan based on the elections of the individual participants in the Plan.

Income of the Master Trust included net change in the fair value of investments and dividend and interest income. Net change in the fair value of its investments included the Master Trust's gains and losses on investments bought and sold, as well as held during the year.

The Plan utilizes an established framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

Level 1 Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan and Master Trust have the ability to access.

Level 2 Inputs to the valuation methodology include:

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2025 or 2024.

Mutual Funds and Money Market Funds

Mutual funds and money market funds are valued at the daily closing price as reported by the fund. Mutual funds and money market funds held by the Plan are open end mutual funds and money market funds that are registered with the Securities and Exchange Commission. These funds are required to publish their daily net asset value (NAV) and to transact at that price. The mutual funds and money market funds held by the Plan are deemed to be actively traded.

UMB Company Stock

UMB Financial Corporation shares are valued at the daily closing price reported on the active market on which the individual securities are traded.

Collective Investment Trust

The collective investment trust is valued at the NAV, as provided by the Trustee, and is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the collective investment trust less its liabilities. This practical expedient is not used when it is determined to be probable that the fund will sell the investment for an amount different than the reported NAV. Participant transactions (purchases and sales) may occur daily. Redemptions for the collective investment trust are permitted daily with no other restrictions or notice periods. For the Plan years ended December 31, 2025 and 2024, there were no unfunded capital commitments, and the collective investment trust files an annual report on Form 5500 as a direct filing entity. In accordance with U.S. generally accepted accounting principles, the collective investment trust fund measured at NAV has not been classified in the fair value hierarchy. The fair value amounts presented in the table below are intended to permit reconciliation to the statement of net assets available for benefits for 2025 and the amounts presented in Note 3 for 2024.

Although it has not expressed any intention to do so, the Board of Directors of the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants become 100 percent vested in their accounts and the Plan provides that its net assets be used to pay all expenses and benefits due and will distribute the remaining assets among the Plan participants based upon their account balance.

The Plan uses a pre-approved defined contribution plan document sponsored by FMR, LLC. The sponsor received an opinion letter from the Internal Revenue Service (IRS) dated June 30, 2020, which states that the pre-approved defined contribution plan document satisfies the applicable requirements of the IRC. The Plan itself has not received a determination letter from the IRS. However, the Plan’s management believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC. Therefore, no provision for income taxes has been included in the Plan’s financial statements. The Plan is subject to routine audits by taxing jurisdictions; however there are currently no audits for any tax period in progress.

At December 31, 2025, included in the Plan are 185,577 shares of UMB's common stock at a fair value of $21,348,783. At December 31, 2024, included in the Plan’s share of net assets of the Master Trust are 185,612 shares of UMB’s common stock at a fair value of $20,948,215. Certain Plan investments are units of mutual funds and a collective investment trust managed by affiliates of the Trustee. All of the above transactions are exempt party in interest transactions under ERISA.

Additionally, certain employees have outstanding loans with the Plan as of December 31, 2025 and 2024. These loans are considered party in interest transactions allowable under ERISA.

The ESOP allows participants to diversify their investment in Company common stock by transferring a portion of their investment in Company common stock from the ESOP into other investment options offered by the Plan. Participants who are at least age 50 with at least 10 years of service may elect to transfer a portion of their ESOP account balance to the Plan. A participant may diversify up to 25 percent of the number of shares allocated to their account, less any shares previously diversified. Upon attaining age 60, the percentage changes to 50 percent.

Effective January 1, 2026, the Company updated the employer matching contribution to now match 75 percent of the first 6 percent of a participant's contributions.

Effective April 2, 2026, The ESOP of UMB was merged into the Plan pursuant to action approved by the Company's Board of Directors. After payment of all expenses and benefits due prior to the merger, the remaining assets and corresponding participant accounts were transferred to the Plan.

The above information is required for disclosure for Form 5500, Schedule H, Part IV, line 4i.