エドガーで原本を確認する
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): July 15, 2025
UMB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
| MO | 001-38481 | 43-0903811 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer 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 (see General Instruction A.2. below):
| ☐ | 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 13e-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 |
Name of exchange on which registered |
||
| Common Stock, $1.00 Par Value | UMBF | The Nasdaq Global Select Market | ||
| Depositary Shares, each representing a 1/400th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B | UMBFO | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 15, 2025, UMB Financial Corporation (the “Company”) filed a Termination of Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Termination of Certificate of Designation”) to its Restated Articles of Incorporation with the Secretary of State of the State of Missouri, eliminating from the Restated Articles of Incorporation all matters set forth in the Certificate of Designation with respect to its 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”). This amendment terminates the Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, which was made a part of the Restated Articles when filed with the Missouri Secretary of State on January 31, 2025. A copy of the Termination of Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On July 15, 2025, the Company completed the previously announced redemption of all outstanding shares of Series A Preferred Stock and the corresponding depositary shares representing fractional interests in the Series A Preferred Stock.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|
| 3.1 | Termination of Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, dated July 15, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| UMB FINANCIAL CORPORATION | ||
| By: | /s/ Ram Shankar |
|
| Name: Ram Shankar | ||
| Title: Chief Financial Officer | ||
Date: July 15, 2025
Exhibit 3.1
TERMINATION OF CERTIFICATE OF DESIGNATION
OF
7.00% FIXED-RATE RESET NON-CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES A
OF
UMB FINANCIAL CORPORATION
Pursuant to Section 351.180
of The General and Business Corporation Law of Missouri
UMB Financial Corporation, a Missouri corporation (the “Corporation”), does hereby certify that:
Pursuant to authority conferred upon the Board of Directors of the Corporation (the “Board”) by the Restated Articles of Incorporation of the Corporation (the “Articles”) and applicable law, the Board adopted a resolution on June 11, 2025, authorizing the cancellation of the Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Certificate of Designation”) filed with the Secretary of State of the State of Missouri on January 31, 2025, which created a series of 11,500 shares of preferred stock, par value $0.01 per share, of the Corporation designated as “7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A;”
No shares of such 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A are issued and outstanding;
Certain designated officers of the Corporation have been authorized by the Board to take action to terminate the Certificate of Designation; and
Pursuant to the authority conferred upon the Board by the Articles and Section 351.180.7 of The General and Business Corporation Law of Missouri, which provides, in pertinent part, that the Board may eliminate from the Articles all references to the 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A by filing this certificate terminating the Certificate of Designation, the Board adopted the following resolutions:
FURTHER RESOLVED, that the cancellation of the Certificate of Designation be, and hereby is, in all respects, adopted and approved by the Board, and
1
RESOLVED, that no shares of Series A Preferred Stock are outstanding and none of such shares will be issued pursuant to the Certificate of Designation, so that such Certificate of Designation may be terminated, and the redeemed shares of the Company’s preferred stock be deemed retired; FURTHER RESOLVED, that the Board further authorizes and directs each of the Authorized Officers to take any and all actions necessary to cancel the Certificate of Designation and to execute, deliver and file such documents with the Secretary of State of the State of Missouri that such Authorized Officers deem necessary to cancel the Certificate of Designation, including a Termination of Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, reflecting the cancellation of the Certification of Designation, each in such form and with such changes in or additions to such terms and provisions as such Authorized Officer shall approve, such approval to be conclusively evidenced by the execution and delivery of such document by such Authorized Officer.
IN WITNESS WHEREOF, UMB Financial Corporation has caused this Termination of Certificate of Designation to be signed by Megan Mercer, its Secretary and Senior Vice President, this 15th day of July, 2025.
| UMB FINANCIAL CORPORATION |
||
| By: | /s/ Megan Mercer | |
| Name: Megan Mercer |
||
| Title: Secretary and Senior Vice President |
||
2