UMBF 10-K & 10-Q changes, risk factors and insider trading

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 MidwesternMidwestern, Southwestern, and SouthwesternWestern 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, terrorismterrorism, or other geopolitical events.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.

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 conditionsor 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 thepotential CFPB’slegislation regulationsimposing a cap on consumercredit protection,card suchinterest as the CFPB late fee regulation.rates.

The Company believes that governmentRegulatory scrutiny and the intensity of supervision of all financial-services companies hasis increased,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.reshaped The Company also may face further government scrutiny due toin the increasedrelatively sizenear ofterm. the Company’s business resulting from the acquisition of HTLF. See risk below “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, 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 a newthe 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 enjoinrequire 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 and as a result of the acquisition of HTLF may face further government scrutiny due to the increased size of the Company’s business.change. In addition, the Company may elect to raise capital for strategic reasons even when it is not required to do so.

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, securitysecurity, 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.

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,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 securitysecurity, 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 soundnesssoundness, 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 institutionsinstitutions, and the measures taken by governments, businesses, and other organizations in response to those eventsevents, could adversely impact the Company’s business, financial condition and results of operations.

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 Company may not be able to successfully integrate HTLF or to realize the full anticipated benefits of the acquisition of HTLF. Following consummation of the acquisition of HTLF, the Company begandeveloped and implemented strategies to fully integrate with HTLF. The Company completed the processconversion of integratingsystems HTLF.and Aprocedures successfulduring integrationthe fourth quarter of its2025. businessThe withability to fully realize the Companyremaining willanticipated dependbenefits substantiallyof onthe acquisition is subject to the Company’s ability to consolidatesupport its consolidated operations, foster a cohesive corporate cultures, systemsculture and procedures and tofurther eliminate redundancies and costs. TheIn doing so, the Company may not be able to combine its business with the business of HTLF without encounteringencounter difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as:

customer dissatisfaction with the disruptionnew, ofcombined operations and business;

loan and deposit attritionattrition, customer loss and revenue loss;

additional costs or unexpected problemsissues with operations, personnel, third-party service providers, technology and credit; and/or inconsistent application of standards, controls, procedures and policies.

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 isremains subject to a number of uncertainties, including whether the Company integrates HTLF in an efficient, effective and timely manner, and 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. Additionally, following consummation of the acquisition of HTLF, the Company made fair value estimates of certain assets and liabilities in recording the acquisition. Actual values of these assets and liabilities could differ from the estimates, which could impact regulatory capital ratios and result in the Company not achieving the anticipated benefits of the acquisition of HTLF. Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings.

The Company has incurred, and expects to continue to incur,incurred significant transaction and acquisition-related costs in connection with the acquisition of HTLF. The Company has incurred, and expects to continue to incur,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. The Company has been collecting information in order to formulate detailed integration plans to deliver anticipated cost savings. Additional unanticipated costs may be incurred in the integration of the Company’s business with the business of HTLF, and there are many factors beyond the Company’s control that could affect the total amount or timing of integration 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 will increaseincreased significantly. The Company’s future success will depend,depends, in part, upon its abilitysuccess in continuing to manage thisthe 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 significantexpanded increasebusiness in the size of its business.operations. The Company’s failure to meet such heightened 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.

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, including as a result of the acquisition of HTLF, 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 filedresulting infrom connection with theits 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.

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.

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 state-level 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 creatingcreating, for some stakeholders, an increasing level of concern for the state of the global environment. As a result, political and social attention to the issue of climate change has increased. 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. TheIn the United StatesStates, Congress,certain state legislatures and federal and state regulatory agencies have proposed and advanced numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change.change, Thesesome agreementsof 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.

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.aspirations, in each case as of the date such forward-looking statements are made.

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

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

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 2024,2025, total revenue increased 11.4%,62.8%, and noninterest expense increased 2.8%,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 2024,2025, net interest income increased $80.8$861.3 million, or 8.8%,86.1%, as compared to the previous year. The Company has shown increased net interest income throughprimarily thedriven effectsby of increased volumerate and mix ofchanges averagerelated earningto assets,the coupledHTLF with higher interest rates. This increase was partially offset by higher interest-bearing deposit rates.acquisition. Average earning assets increased $3.3$20.1 billion, or 8.9%,49.2%, compared to 2023.2024. Average loan balances increased $1.9$11.9 billion, coupled with an increase in average interest-bearing due from banks of $1.4$2.6 billion from the prior year. The funding for these assets was driven primarily by a 19.4%62.5% increase in average interest-bearing deposits and a 40.0% increase in noninterest-bearing deposits, partially offset by a 37.4%59.8% decrease in average borrowed funds and a decrease of 5.3% in noninterest-bearing deposits.funds. Net interest margin, on a fully tax-equivalent (FTE) basis, decreasedincreased one59 basis pointpoints compared to the same period in 20232024 in large part due to repricing and mix changes of loan balances and interest-bearing liabilities with the changes in short-term interest rates, partially offset by the repricing of earning assets.liabilities. Net interest spread contractedincreased by three84 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 $86.3$161.9 million, or 15.9%,25.8%, to $628.1$790.1 million for the year ended December 31, 2024,2025, compared to the same period in 2023.2024. The increasechange in 2024 wasis driven by increased HTLF-related fee income from trust and securities processing income, otherdeposit miscellaneousservice income, investment securities gains, net,charges, and bankcard income.fees. These changes are discussed in greater detail below under Noninterest income. For the year ended December 31, 2024,2025, noninterest income represented 38.6%29.8% of total revenues, as compared to 37.1%38.6% for 2023.2024. 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, 2024,2025, the Company had a total risk-based capital ratio of 13.21%13.36% and $3.5$7.7 billion in total shareholders’ equity, an increase of $366.1$4.2 million,billion, or 11.8%,121.9%, compared to total shareholders’ equity at December 31, 2023.2024. The Company did not repurchase shares of common stock during 20242025 except for shares acquired pursuant to the Company's share-based incentive programs. In 2024,2025, the Company declared $77.1$123.4 million in common dividends, which represents a 2.4%60.0% increase compared to dividends declared during 2023.2024. 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.

The Company recorded consolidated net income available to common shareholders of $441.2$684.6 million for the year ended December 31, 2024.2025. This represents a 26.1%55.2% increase over 2023.2024. Net income available to common shareholders for 20232024 was $350.0$441.2 million, or aan decreaseincrease of 18.9%26.1% compared to 2022.2023. Basic earnings per common share for the year ended December 31, 2024,2025, were $9.05$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%. Basic earnings per share were $8.93 per share in 2022, or a decrease of 19.1%25.3% from 20222023 to 2023.2024. Fully diluted earnings per common share increased 3.3% from 2024 to 2025 and increased 25.2% from 2023 to 2024 and decreased 19.0% from 2022 to 2023.2024. Return on average assets and return on average common shareholder’s equity for the year ended December 31, 20242025 were 1.02%1.03% and 13.24%,10.24%, respectively, compared to 0.88%1.02% and 12.23%,13.24%, respectively, for the year ended December 31, 2023.2024. Return on average assets and return on average common shareholder’s equity for the year ended December 31, 20222023 were 1.15%0.88% and 15.83%,12.23%, respectively.

The Company’s net interest income increased to $1.9 billion in 2025 compared to $1.0 billion in 2024 compared toand $920.1 million in 2023 and $913.8 million in 2022.2023. In total, net interest income increased $80.8$861.3 million, as compared to 2023,2024, primarily driven by the HTLF acquisition, with a favorable volume variance of $88.5$611.3 million, offset by a $7.7$250.0 million rate variance.variance, and purchase accounting accretion income. See Table 2. The favorable volume variance on earning assets was predominantly driven by an increase of $3.3$20.1 billion, or 8.9%,49.2%, in average earning assets. In 2024,2025, average loan balances increased $1.9$11.9 billion, coupled with an increase in average interest-bearing due from banks of $1.4$2.6 billion as compared to 2023.2024. Net interest margin, on an FTE basis, decreasedincreased to 2.51%3.10% for 2024,2025, compared to 2.52%2.51% for the same period in 2023,2024, driven by repricing and mix changes of interest-bearing liabilities withfrom the HTLF acquisition, changes in short-term interest rates, partiallyand offsetpurchase byaccounting theaccretion repricing of earning assets.income. Net interest spread contractedincreased by three84 basis points during the same period. The Company has seen a small increasedecrease in the benefit from interest-free funds as compared to 20232024 driven by the changes in short-term interest rates. The impact of this benefit increaseddecreased two25 basis points compared to 20232024 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, 2024.2025.

The provision for credit losses totaled $61.1$154.5 million for the year ended December 31, 2024,2025, which is an increase of $19.8$93.5 million, or 48.1%,153.1%, compared to the same period in 2023.2024. ThisProvision changeexpense isin 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 impacts of loan growth, portfolio credit metric changes, and changes in macro-economic metrics in the current period as compared to the prior period.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 noninterest income in 2024, as2024 compared to 2023,2023. The increase in 2025 is primarily driven by increased trust and asecurities decreaseprocessing of $12.4$52.8 million, orincreased 2.2%,service incharges 2023,on compareddeposits toof 2022.$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 decrease in 2023 is primarily driven by decreased investment securities gains, net of $61.6 million, partially offset by an increase in trust and securities processing of $20.0 million and other income of $21.0 million. The change in noninterest income in 2025 from 2024, and 2024 from 2023, and 2023 from 2022 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 20232023. 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 bylegal $101.0and million,consulting orfees 11.2%,of in$46.1 2023 compared to 2022.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 2023 is primarily driven by the FDIC special assessment of $52.8 million, and increases in salaries and employee benefits expense and processing fees. The increase in noninterest expense in 2025 from 2024, and 2024 from 2023, and 2023 from 2022 is illustrated in Table 7 and below under Noninterest Expense.

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. This follows an increase of $6.3 million, or 0.7%, for the year ended December 31, 2023, compared to 2022. Average earning assets for the year ended December 31, 20242025 increased by $3.3$20.1 billion, or 8.9%,49.2%, compared to the same period in 2023.2024. Net interest margin, on a tax-equivalent basis, decreasedincreased to 3.10% for 2025 compared to 2.51% for 2024 compared to 2.52% in 2023.2024.

The Company funds a significant portion of its balance sheet with noninterest-bearing demand deposits. Noninterest-bearing demand deposits represented 31.6%,28.3%, 33.9%31.6% and 40.6%33.9% of total outstanding deposits as of December 31, 2024,2025, 20232024 and 2022,2023, respectively. The decrease in 20242025 is driven by themix increaseshifts in short-termdeposits interestrelated rates.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 2024,2024 as compared toand 115 basis points in 2023 and 43 basis points in 2022.2023.

The Company experienced an increase in net interest income during 20242025 due to a volume variance of $88.5$611.3 million,million offset byand a negative rate variance of $7.7$250.0 million. The average rate on earning assets during 20242025 increased by 4117 basis points, while the average rate on interest-bearing liabilities increaseddecreased by 4467 basis points, resulting in a three84 basis-point decreaseincrease in spread. The volume of loans increased from an average of $22.3$24.2 billion in 20232024 to an average of $24.2$36.1 billion in 2024,2025, driven by the acquisition of HTLF and organic loan growth. The volume of interest-bearing liabilities increased from $25.6 billion in 2023 to $29.0 billion in 2024.2024 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.

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, 2024,2024. 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 0.95%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 Decemberthe 31,HTLF 2023.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, which is an increase of $19.8 million, or 48.1%, compared to the same period in 2023. The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $41.2 million for the year ended December 31, 2023.2024. 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.

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 20232023. The increase in 2025 is primarily driven by increased trust and decreasedsecurities inprocessing, 2023increased byservice $12.4charges million,on ordeposits, 2.2%,increased comparedbankcard tofees, 2022.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. The decrease in 2023 is primarily attributable to a decrease in investment securities gains, net, partially offset by an increase in other miscellaneous income and trust securities processing income. Changes in Noninterest income are presented in Table 6 below.

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%13.0%, in 2024, compared to 2023,2023. 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 by$11.0 $20.0 million, or 8.4%, in 2023, compared to 2022.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. During 2023, fund services income increased $12.2 million and corporate trust income increased $7.7 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 20232023. andThe decreased $3.6 million, or 15.4%,increase in 20232025 compared to 2022.2024 Theand the increase in 2024 compared to 2023 and the decrease in 2023 compared to 2022 was driven by increased and decreased bond trading income, respectively.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 20232023. This increase was largely driven by the HTLF acquisition and decreasedincreased $0.2service million,charge orincome 0.3%,from inacquired 2023deposit compared to 2022.accounts. The decrease in both years2024 was driven by decreased healthcare services income, offset by increased commercial service charge income.

Investment securities gains, net increased $20.2 million in 2025 compared to 2024 and increased $13.9 million in 2024 compared to 20232023. andThe decreased $61.6 millionincrease in 20232025 comparedwas toprimarily 2022.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. The decrease in 2023 was primarily driven by a $66.2 million gain realized on the sale of the Company’s Visa Inc. Class B common shares in 2022.

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 20232023. 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 increased$2.4 $21.0 million, or 64.7%,million in 2023increased comparedsyndication to 2022.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. The increase in 2023 was primarily driven by market value changes in company-owned life insurance income.

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 20232023. From 2024 to 2025 the increase was driven primarily by increased salaries and increasedemployee inbenefits 2023expense, byamortization $101.0of million,other orintangible 11.2%,assets, comparedprocessing tofees, 2022.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. From 2022 to 2023 the increase was driven by the $52.8 million FDIC special assessment, increases in salaries and employee benefits expense and processing fees, and partially offset by a decrease in other miscellaneous expense. Table 7 below summarizes the components of noninterest expense and the respective year-over-year changes for each category.

EquipmentOccupancy expense decreasedincreased $5.3$26.2 million, or 7.7%,55.1%, in 20242025 compared to 2023,2024, and decreased $5.5$0.1 million, or 7.5%,2.0%, from 20222023 to 2023.2024. The decreasesincrease in both2025 years werewas driven by lowerhigher softwarevolume expenseof relatedactivity tofrom athe transitionHTLF to cloud-based computing solutions.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 2023,2023. andThe increase in 2025 was primarily due to increased $20.9software million,subscription orcosts 25.4%,driven inby 2023legacy-HTLF comparedsoftware to 2022.subscriptions. The increasesincrease in 2024 and 2023 werewas 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 20232023. andThe decreased $9.1 million, or 23.3%,increase in 20232025 comparedwas primarily due to 2022.non-recurring transaction costs associated with the acquisition. The increase in 2024 was driven by expenses incurred related to the announced acquisition of HTLF. The decrease in 2023 was primarily driven by fluctuations in legal and consulting expense due to the timing of multiple projects between years.

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 and increased $61.6 million, or 400.8%, in 2023 compared to 2022.2023. The decrease in 20242025 and the increasedecrease in 20232024 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 20232023. The increase in 2025 was primarily due to fees for termination of legacy HTLF contracts, coupled with higher operational losses, increased contribution expense, and decreasedincreased $8.9expenses million, or 20.7%, in 2023 comparedrelated to 2022.the HTLF acquisition for property taxes and insurance. The decreases in both 2024 and 2023 werewas driven by lower charitable contribution expenses and operational losses.

Income tax expense totaled $100.0$172.6 million, $71.6$100.0 million, and $100.3$71.6 million in 2025, 2024, 2023, and 20222023 respectively. These amounts equate to effective tax rates of 19.7%, 18.5%, 17.0%, and 18.9%17.0% for 2024,2025, 20232024 and 2022,2023, 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 portionproportion 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. The decrease in the effective tax rate from 2022 to 2023 is primarily attributable to a larger portion of pre-tax income being earned from tax-exempt municipal securities and excludable life insurance policy gains.

For the year ended December 31, 2024,2025, Commercial Banking net income increased $69.2$184.5 million, or 27.8%,59.1%, to $318.2$497.0 million compared to the same period in 2023.2024. Net interest income increased $67.2$622.9 million, or 11.2%,93.2%, for the year ended December 31, 2024,2025, compared to the same period last year, primarily driven by strongthe acquisition of HTLF, as well as continued organic loan growth,growth and earning asset mix changes and the increase in short-term interest rates.changes. Provision for credit losses increased $17.0$74.8 million, or 51.1%,144.4%, as compared to 2023,2024, driven by loanthe growth,acquisition of HTLF as well as portfolio metric changes, and changes in macro-economic metrics in 20242025 as compared to 2023.2024. Noninterest income increased $32.6$45.1 million, or 33.4%,33.5%, over the same period in 2023.2024. This increase was primarily due to increases of $11.0$19.6 million in investmentdeposit securityservice gains,charges, $7.4 million in bankcard income, $5.8$15.7 million in other income driven by increased derivative income, recoveries of loans previously charged off by HTLF, a legal settlement induring the first quarter of 20242025, and increased life insurancesyndication income, and $4.0$15.6 million in servicebankcard chargesfees. onThese depositincreases accounts.were partially offset by a decrease of $11.0 million in investment security gains. Noninterest expense decreasedincreased $9.7$358.0 million, or 2.7%,97.5%, as compared to the same period in 2023.2024. This decreaseincrease was driven by aan decreaseincrease of $20.8$219.3 million in technology, service, and overhead expenses, partiallyand offsetan by increasesincrease of $7.0$105.6 million in salaries and employee benefitsbenefit expense, $2.1both driven by the acquisition. Additionally, there were increases of $10.0 million in marketing and business development, $1.6$7.1 million in regulatory fees, and $5.4 million in processing fees and $1.6 million in bankcard expense.fees.

For the year ended December 31, 2024,2025, Institutional Banking net income increased $24.0$56.6 million, or 18.5%,35.9%, to $153.9$214.3 million compared to the same period last year. Net interest income increased $7.1$61.1 million, or 3.7%,31.0%, compared to the same period last year, due to an increase in funds transfer pricing dueresulting tofrom thehigher increasedeposit in interest rates.balances. Provision for credit losses increased $1.4$0.7 million as compared to 2023,2024, driven by loan growth, portfolio metric changes, and changes in the macro-economic metrics in 20242025 as compared to 2023.2024. Noninterest income increased $50.4$50.5 million, or 14.5%,12.8%, primarily due to increases of $28.4$30.4 million in trust and securities processing income driven by higher fund services and corporate trust revenue, an increase of $7.1$15.2 million in brokerage income, $6.5and $5.1 million in bankcarddeposit income,service ancharges. increaseThese increases are partially offset by a decrease of $4.7 million in bond trading income, and an increase of $4.0$3.4 million in other income driven by the gain on the sale of UMB Distribution Services, LLC during the fourth quarter. These increases were partially offset by a decrease of $3.9 million in service charges on deposit accounts.2024. Noninterest expense increased $25.6$36.7 million, or 6.7%9.2% as compared to 2023,2024, primarily driven by increases of $18.0$26.5 million in salaries and employee benefits expense, $8.6 million in bankcard expense, $6.1$8.8 million in processing fees, $1.7and $2.9 million in legal and consulting expense, and $1.2 million in equipmentbankcard expense. These increases were partially offset by a decrease of $11.1 million in technology, service, and overhead expenses.

For the year ended December 31, 2024,2025, Personal Banking net incomeloss decreasedimproved $2.0$20.1 million, or 6.9%,69.4%, to a net loss of $30.9$8.8 million as compared to the same period last year. Net interest income increased $6.5$177.3 million, or 5.0%,130.8%, compared to the same period last yearyear, duedriven toby the acquisition of HTLF, as well as organic loan growth and theearning increaseasset inmix short-term interest rates.changes. Provision for credit losses increased $1.5$18.0 million, or 22.3%,221.7%, for the period, driven by loanthe growth,acquisition of HTLF as well as by portfolio metric changes,changes and changes in macro-economic metrics in 20242025 as compared to 2023.2024. Noninterest income increased $3.3$66.3 million, or 3.4%,66.5%, for the same period primarily driven by an increaseincreases of $5.0$29.7 million in investment securities gains, $19.6 million in trust and securities processing income, and $2.9$7.3 million in lifebankcard insurancefees, income, partially offset by a decrease of $3.2$4.1 million in investmentdeposit securitiesservice gains.charges, and $2.8 million in brokerage income. Noninterest expense increased $11.7$201.4 million, or 4.7%,76.8%, primarily due to increases of $6.4$102.3 million in technology, service, and overhead expenses, $5.2and $62.5 million in salaries and employee benefits, andboth $1.0driven by the HTLF acquisition. Additionally, there were increases of $10.6 million in bankcardother expense,expense partially offsetdriven by aincreased decreasecharitable ofcontributions, $1.7$7.2 million in operationalsupplies losses.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.

Loans represent the Company’s largest source of interest income. Loan balances held for investment increased by $2.5$13.1 billion, or 10.7%,51.2%, in 2024.2025. This increase was primarily driven by an increase of $1.2$6.2 billion, or 13.9%,61.6%, in commercial real estate loans, $971.6$5.3 million,billion, or 9.8%,48.0%, in commercial and industrial loans, and $226.5$1.2 million,billion, or 7.7%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.

As a percentage of total loans, commercial real estate comprisescomprised 39.5%42.2% of total loans compared to 38.4%39.5% in 2023. Commercial real estate loans increased $1.2 billion, or 13.9%, compared to 2023.2024. 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 28.5%27.5% and 26.5%28.5% of total Company loans as of December 31, 20242025 and December 31, 2023,2024, respectively. The average investment CRE loan was approximately $7.2$3.6 million and $5.8$7.2 million, as of December 31, 20242025 and December 31, 2023,2024, respectively, and 90% are recourse loans as of both December 31, 2024 and December 31, 2023. These loans have an average loan-to-value of 57% as of both December 31, 2024 and December 31, 2023.respectively.

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 $13.3comprised billion as of December 31, 202329.9% and comprised 28.5% and 31.9% 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.

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, 2024.2025 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 $5.4$5.7 billion as of December 31, 2024,2025, aan decreaseincrease of $312.3$346.3 million from December 31, 2023.2024. The average life of the HTM portfolio was 8.5 years at December 31, 2025, compared to 9.1 years at December 31, 2024, compared to 8.4 years at December 31, 2023.2024.

TheAt December 31, 2025, 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 2.96% for 2024, compared to 2.66% in 2023. Securities available for sale had a net unrealized loss of $633.3$290.8 million, or 2.1%, of the $14.0 billion amortized cost value, an improvement of $342.6 million at year-end, compared to a net unrealized loss of $624.2$633.3 million the preceding year. This market value change primarily reflects the impact of a longer average life and increasingdecreasing market interest rates as of December 31, 2024,2025, compared to December 31, 2023.2024. 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 $478.5$221.4 million at year-end 2024,2025, compared to an unrealized loss of $471.9$478.5 million for 2023.2024. 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, 2024,2025, 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, 2024,2025, 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 AVAILABLEHELD FORTO SALEMATURITY (in thousands)

There were no material changes to the risk factors as previously disclosed in response to Item 1A to Part I of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, or in response to Item 1A to Part II of the Company's Quarterly Report on Form 10-Q for the period ended MarchJune 31,30, 2026.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations highlights the material changes in the results of operations and changes in financial condition of the Company for the three and six months ended MarchJune 31,30, 2026. It should be read in conjunction with the accompanying Consolidated Financial Statements, Notes to Consolidated Financial Statements and other financial information appearing elsewhere in this Form 10-Q and the 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.

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 respectsrespect to digital assets;

On January 31, 2025, the CompanyUMBF 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 first financial objective is to continuously improve operating efficiencies. The Company has focused on identifying efficiencies that simplify our 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 of 2025, 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. During the firstsecond quarter of 2026, total revenue increased $175.3$88.8 million, or 31.1%,12.9%, as compared to the firstsecond quarter of 2025, while noninterest expense decreasedincreased $3.9$6.5 million, or 1.0%,1.6%, for the same period. Included in noninterest expense for the firstsecond quarter of 2025 is $53.2$13.5 million in acquisition-related expense compared to $4.4$1.7 million in the firstsecond quarter of 2026 .2026. Revenue is also impacted by one additional month of revenue from HTLF in 2026, including accretion and amortization of the fair value adjustments discussed in Note 13, “Acquisition” above. As part of the initiative to improve operating efficiencies, 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. During the firstsecond quarter of 2026, the Company had an increase in net interest income of $136.7$65.5 million, or 34.4%,14.0%, from the same period in 2025. The change in net interest income was primarily driven by an additional month of HTLF operations, higher purchase accounting accretion benefits, favorable repricing of deposits and loans in conjunction with lower short-term interest rates, and increases of $7.1$4.2 billion, or 21.9%,11.6%, in average loans and $4.2$2.2 billion, or 26.2%12.6%, in average securities. These increases were partially offset by a decrease of $2.6$2.9 billion, or 38.4%44.3%, in average interest-bearing due from banks.banks and $6.3 million in lower purchase accounting accretion income. The funding for these assets was driven primarily by an increase of 14.5% in average deposits compared to the first quarter of 2025, reflecting strong organic growth as well as the impact of acquired HTLF balances. Average interest-bearing deposits increasedof 15.2%,3.9%, and an increase in noninterest-bearing demand deposit balances increasedof 12.5%2.1% compared to the firstsecond quarter of 2025. Net interest margin, on a tax-equivalent basis, increased 4222 basis points compared to the same period in 2025, primarily driven by favorable repricing of deposits and loans in conjunction with lower short-term interest rates. Net interest spread increased 5534 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 the conflict in Iran and tariffs. These changing conditions could have impacts on the balance sheet and income statement of the Company for the remainder of the year.

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 $38.6$23.3 million, or 23.2%,10.5%, to $204.8$245.5 million for the three months ended MarchJune 31,30, 2026, compared to the same period in 2025. See greater detail below under Noninterest Income. The change is partially driven by one additional month in 2026 of HTLF-related fee income from trust income, deposit service charges, and bankcard fees. The Company continues to emphasize its asset management, brokerage, bankcard services, healthcare services, and treasury management businesses. For the three months ended MarchJune 31,30, 2026, noninterest income represented 27.7%31.6% of total revenue, compared to 29.5%32.2% for the same period in 2025. 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 MarchJune 31,30, 2026, the Company had $7.8$8.0 billion in total shareholders’ equity. This is an increase of $1.1$745.0 billion,million, or 16.0%,10.2%, compared to total shareholders’ equity at MarchJune 31,30, 2025. At MarchJune 31,30, 2026, the Company had a total risk-based capital ratio of 13.53%.13.80%. The Company repurchased 178,24938,158 shares of common stock during the firstsecond quarter of 2026 at an average price of $111.62 for a total of $19.9 million.$132.10. The Company also acquired shares pursuant to the Company's share-based incentive programs during the first quarter of 2026.programs.

The following is a summary regarding the Company’s earnings for the firstsecond quarter of 2026. The changes identified in the summary are explained in greater detail below. The Company recorded net income available to common shareholders of $255.6$271.8 million for the three-month period ended MarchJune 31,30, 2026, compared to net income available to common shareholders of $79.3$215.4 million for the same period a year earlier. Basic earnings per common share for the firstsecond quarter of 2026 were $3.36$3.58 per share ($3.35$3.56 per share fully-diluted) compared to $1.22$2.84 per common share ($1.21$2.82 per share fully-diluted) for the firstsecond quarter of 2025. Return on average assets and return on average common shareholders’ equity for the three-month period ended MarchJune 31,30, 2026 were 1.47%1.55% and 13.70%,14.16%, respectively, compared to 0.54%1.29% and 5.86%,12.72%, respectively, for the three-month period ended MarchJune 31,30, 2025.

Net interest income for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026 increased $136.7$65.5 million, or 34.4%14.0%, and increased $202.2 million, or 23.4%, respectively, compared to the same periodperiods in 2025. For the three-month period ended MarchJune 31,30, 2026, average earning assets increased by $9.6$3.9 billion, or 17.3%6.3%, and for the six-month period ended June 30, 2026, they increased by $6.7 billion, or 11.5%, compared to the same periodperiods in 2025. Net interest margin, on a tax-equivalent basis, increased to 3.38%3.32% and 3.35%, respectively, for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, compared to 2.96%,3.10% and 3.04%, respectively, for the same periodperiods in 2025.

The provision for credit losses decreasedincreased by $59.0$7.0 million for the three-month period ended MarchJune 31,30, 2026 and decreased by $52.0 million for the six-month period ended June 30, 2026, as compared to the same periodperiods in 2025. Provision expense for the six-month period 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 13, “Acquisition” above. The remainder of the increase in provision was driven by loan growth, portfolio credit metric changes, and changesongoing inrecalibrations macro-economicof metricseconomic loss models in the current period as compared to the prior periods. The Company’s nonperforming loans increased $50.4$30.5 million to $151.3$127.5 million at MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025. The ACL on loans as a percentage of total loans increasedremained threeflat basis points toat 1.06% as of MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025. For a description of the Company’s methodology for computing the ACL, please see the summary discussion in the “Provision and Allowance for Credit Losses” section included below.

Noninterest income increased by $38.6$23.3 million, or 23.2%,10.5%, for the three-month period ended MarchJune 31,30, 2026, and increased by $61.9 million, or 15.9%, for the six-month period ended June 30, 2026, compared to the same periodperiods in 2025. These changes are discussed in greater detail below under Noninterest Income.

Noninterest expense decreasedincreased by $3.9$6.5 million, or 1.0%,1.6%, for the three-month period ended MarchJune 31,30, 2026, and increased by $2.6 million, or 0.3%, for the six-month period ended June 30, 2026, compared to the same periodperiods in 2025. These changes are discussed in greater detail below under Noninterest Expense.

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 rates paid on each affect net interest income. Net interest income for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026 increased $136.7$65.5 million, or 34.4%,14.0%, and increased $202.2 million, or 23.4%, compared to the same periodperiods in 2025. The change in net interest income was primarily driven by an additional month of HTLF operations, higher purchase accounting accretion benefits, favorable repricing of deposits and loans in conjunction with lower short-term interest rates, and increases of $7.1 billion, or 21.9%, in average loans and $4.2 billion, or 26.2% in average securities. These increases were partially offset by a decrease of $2.6 billion, or 38.4%decreases in average interest-bearing due from banks.banks and purchase accounting accretion income.

Table 1 shows the impact of earning asset rate changes compared to changes in the cost of interest-bearing liabilities. As illustrated in this table, net interest spread for the three months ended MarchJune 31,30, 2026 increased 5534 basis points as compared to the same period in 2025. Net interest margin for the three months ended MarchJune 31,30, 2026 increased 4222 basis points compared to the same period in 2025. Net interest spread for the six-month period ended June 30, 2026 increased by 44 basis points as compared to the same period in 2025. Net interest margin for the six-month period ended June 30, 2026 increased by 31 basis points compared to the same period in 2025. The change is driven by favorable repricing of deposits and loans in conjunction with lower short-term interest rates. The cost of interest-bearing liabilities decreased 54 basis points from the firstsecond quarter of 2025 while the yield on earning assets increaseddecreased one20 basis pointpoints compared to the same period. The cost of interest-bearing liabilities decreased 54 basis points for the six-month period ended June 30, 2026 as compared to the same period in 2025 while the yield on earning assets decreased 10 basis points compared to the same period. Earning asset balance increases have been primarily driven by higher average loans and increased securities balances, partially offset by decreased interest-bearing due from banks balances. These variances have contributedled to an increase in the Company’s net interest income during 2026, as compared to results for the same periodperiods in 2025. The Company expects to see continued volatility in the economic markets and governmental responses to changes in the economy. These changing conditions could have impacts on the balance sheet and income statement of the Company for the remainder of the year. For the impact of the contribution from free funds, see the Analysis of Net Interest Margin within Table 2 below. Table 2 also illustrates how the changes in volume and interest rates have resulted in an increase in net interest income.

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. All average balances are daily average balances. The average yield on earning assets without the tax-equivalent basis adjustment would have been 5.40%5.35% for the three-month period ended MarchJune 31,30, 2026, and 5.39%5.55% for the same period in 2025. The average yield on earning assets without the tax-equivalent basis adjustment would have been 5.37% for the six-month period ended June 30, 2026, and 5.48% for the same period in 2025.

Table 2 presents the dollar amount of change in net interest income and margin due to volume and rate. Table 2 also reflects the effect that interest-free funds have on net interest margin. The average balance of interest-free funds (total earning assets less interest-bearing liabilities) increased $3.1$1.7 billion and increased $2.4 billion for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. The benefit from interest-free funds decreased 1312 basis points and 13 points, respectively, in the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025.

Based on the factors above, management of the Company recorded $27.0$28.0 million as provision for credit losses for the three-month period ended MarchJune 31,30, 2026, as compared to $86.0$21.0 million for the same period in 2025. For the six-month period ended June 30, 2026, management of the Company recorded $55.0 million as provision for credit losses, as compared to $107.0 million for the same period in 2025. 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 in the first quarter of 2025. See Note 13, “Acquisition” above. The increase in the three-month period and the remaining $10.0 million increase in provision in the six-month period is the result of applying the methodology for computing the ACL, coupled with the impacts of the current and forecasted economic environment. As illustrated in Table 3 below, the ACL on loans increasedremained threeflat basis points toat 1.06% of total loans as of MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025.

Table 3 presents a summary of the Company’s ACL for the three-monthsix-month periodperiods ended MarchJune 31,30, 2026 and 2025, and for the year ended December 31, 2025. Net charge-offs were $18.9$34.8 million for the three-monthsix-month period ended MarchJune 31,30, 2026, compared to $35.9$51.3 million for the same period in 2025. See “Credit Risk Management” under “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report for information relating to nonaccrual loans, past due loans, restructured loans and other credit risk matters.

Noninterest income increased by $38.6$23.3 million, or 23.2%,10.5%, during the three-month period ended MarchJune 31,30, 2026, and increased $61.9 million, or 15.9%, during the six-month period ended June 30, 2026, compared to the same periodperiods in 2025. Table 4 above summarizes the components of noninterest income and the respective year-over-year comparison for each category.

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, mutual fund assets, and alternative asset servicing. The increase in these fees for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, compared to the same periodperiods in 2025, was primarily due to an increase in trust services income, fund services revenue, and corporate trust revenue, and trust services income.revenue. For the three-month period ended MarchJune 31,30, 2026, fund services revenue increased $8.8$9.1 million, or 20.5%,20.2%, corporate trust revenue increased $3.4$3.9 million, or 19.4%,21.7%, and trust income increased $2.6$2.0 million, or 13.8%,10.0%, compared to the same period in 2025. For the six-month period ended June 30, 2026, fund services revenue increased $18.0 million, or 20.3%, corporate trust revenue increased $7.3 million, or 20.6%, and trust services revenue increased $4.7 million, or 11.9%, compared to the same period in 2025. 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 for the remainder of the year 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.

Brokerage fees for the three-month period ended MarchJune 31,30, 2026 increased $3.0$4.9 million, or 16.5%.23.8%, and increased $7.9 million, or 20.4%, for the six-month period ended June 30, 2026, compared to the same periods in 2025. The changes in the three-month and six-month periods were driven by 12b-1 fees and money market share revenue.

Investment securities gains (losses),gains, net for the three and six-month periods ended June 30, 2026 decreased $10.6 million, or 28.1%, and decreased $2.8 million, or 8.4%, respectively, compared to the same periods in 2025. The decrease for the three-month period ended MarchJune 31,30, 2026 increased $7.8 million, or 163.7%, compared to the same period in 2025. The increase in investment securities gains2026, was primarily driven by the pre-tax gain of $29.4 million on the company's investment in Voyager Technologies, Inc., which completed its initial public offering in June 2025, and pre-tax gains of $8.2 million on the sale of two non-marketable investments, all recognized in the second quarter of 2025. This is compared to a $17.9 million gain on the sale of a non-marketable security and increases of $9.1 million in valuation of the company's non-marketable securities in the second quarter of 2026. The decrease for the six-month period ended June 30, 2026 was further impacted by a gain of $3.0 million gain on the sale of a non-marketable security in the first quarter of 2026, coupled with decreaseddeclines valuationsof $5.4 million in valuation of the Company'sCompany’s non-marketable securities in the firstsix-month quarterperiod ofended June 30, 2025. The income in this category is highly correlated to the change in market value of the assets, and the related income for the remainder of the year will be affected by changes in the securities markets. The Company’s investment portfolio is continually evaluated for opportunities to improve its performance and risk profile relative to market conditions and the Company’s interest rate expectations. This can result in differences from quarter to quarter in the amount of realized gains or losses on this portfolio.

Noninterest expense decreasedincreased $3.9$6.5 million, or 1.0%,1.6%, and increased $2.6 million, or 0.3%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. Table 5 above summarizes the components of noninterest expense and the respective year-over-year comparison for each category. For the first threesix months of 2026, noninterest expense included $4.4$6.0 million in total acquisition-related and other nonrecurring costs, compared to $53.2$66.7 million in the same period in 2025.

Salaries and employee benefits decreasedincreased by $1.7$13.6 million, or 0.8%,6.4%, and increased $11.9 million, or 2.7%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 2026, respectively, compared to the same periodperiods in 2025. Salaries and wages expense increased $0.9 million, or 0.7%, and increased $14.5 million, or 6.1%, for the three and six-month periods ended June 30, 2026, respectively, compared to the same periods in 2025. Bonus and commission expense decreasedincreased $21.3$0.1 million, or 29.3%,0.3%, and decreased $21.2 million, or 16.8%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025. ThisEmployee decrease is offset by an increase in salary and wagebenefits expense ofincreased $13.5$12.5 million, or 12.3%38.4%, and anincreased increase in employee benefits expense of $6.1$18.6 million, or 15.9%,26.3%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025. The variances in salaries and employee benefits are primarily driven by decreasedhigher deferred compensation expense, coupled with increased bonus and commission expense due to higher company performance, partially offset by severance, retention bonuses, and change in control payments made to HTLF associates in 2025.

Occupancy expense increased $3.0$0.7 million, or 18.7%,3.8%, and $3.7 million, or 10.7%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025, primarily due to increased depreciation expense related to assets acquired from the HTLF acquisition.acquisition and higher building repair expense.

Equipment expense decreased $3.6$2.5 million, or 21.4%,15.1%, and $6.1 million, or 18.3%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025, primarily due to decreasedlower software maintenance and amortization expense.

Marketing and business development expense increased $5.8$2.6 million, or 72.4%,22.7%, and $8.4 million, or 43.3%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025, drivenprimarily bydue to the timing of multiple advertising campaigns and increasedhigher travel and entertainment expense.

Legal and consulting expense decreased $19.5$4.1 million, or 68.2%,21.9%, and $23.6 million, or 50.1%, for the three-monththree periodand six-month periods ended MarchJune 31,30, 20262026, respectively, compared to the same periodperiods in 2025. The decrease in both periods is primarily due to decreases in non-recurring transaction costs associated with the acquisition in 2025.

Amortization of other intangible assets increaseddecreased $6.0$1.8 million, or 34.2%,7.2%, and increased $4.2 million, or 9.8%, for the three and six-month periods ended June 30, 2026, respectively, compared to the same periods in 2025. The decrease in the three-month period ended MarchJune 31,30, 2026 comparedis primarily due to a decrease of amortization related to the samecore deposit intangible recognized from the HTLF acquisition. The increase in the six-month period inended 2025,June 30, 2026 is related to the timing of the HTLF acquisition in the first quarter of 2025.

The Company’s effective tax rate was 21.1%20.9% for the threesix months ended MarchJune 31,30, 2026, compared to 12.6%18.8% for the same period in 2025. The increase in the effective tax rate in 2026 is mainly due to 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. Additionally, a smaller proportion of pre-tax income in 2026 was earned from tax-exempt municipal securities.

The Company has strategically aligned its operations into the following three reportable Business Segments: Commercial Banking, Institutional Banking, and Personal Banking. The Company’s 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. For comparability purposes, amounts in all periods are based on methodologies in effect at MarchJune 31,30, 2026. Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.

For the three-monthsix-month period ended MarchJune 31,30, 2026, Commercial Banking net income increased $113.1$148.8 million, or 181.3%,73.9%, to $175.5$350.2 million, compared to the same period in 2025. Net interest income increased $91.4$131.4 million, or 33.4%,22.0%, for the three-monthsix-month period ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily driven by organic loan growth, an additional month of activity from the acquisition of HTLF, as well as organic legacy-UMB loan growth, and earning asset mix changes. Provision for credit losses decreased $43.0$36.6 million for the period, driven by the acquisition of HTLF as well as portfolio metric changes and changesongoing inrecalibrations macro-economicof metricseconomic loss models in 2026 as compared to 2025. Noninterest income increased $9.1$17.8 million, or 24.4%,22.1%, compared to the same period in 2025, primarily due to increases of $5.8$12.8 million in other income driven by increases in gains recorded for recoveries of loans previously charged off by HTLF and increased derivative income, $1.8syndication income, and life insurance income, coupled with increases of $2.6 million in bankcard fees,fees and $1.6$1.9 million in deposit service charges. Noninterest expense decreased $7.6$9.0 million, or 4.4%,2.6%, to $165.5$334.7 million for the three-monthsix-month period ended MarchJune 31,30, 2026, compared to the same period in 2025. This decrease was driven by a decrease of $15.5$17.5 million in technology, service, and overhead expenses, partially offset by increases of $2.8 million in salaries and employee benefit expense, $2.8$3.9 million in marketing and business development, $3.1 million in salaries and $1.9employee benefits, and $2.1 million in other noninterest expense.

For the three-monthsix-month period ended MarchJune 31,30, 2026, Institutional Banking net income increased $17.6$32.8 million, or 35.1%,32.0%, to $67.6$135.0 million, compared to the same period last year. Net interest income increased $16.1$28.8 million, or 26.4%,22.6%, compared to the same period last year, due to an increase in funds transfer pricing resulting from higher deposit balances. NoninterestProvision incomefor credit losses increased $18.0 million, or 17.4%, to $121.8$0.3 million for the three-monthperiod, driven by portfolio metric changes and ongoing recalibrations of economic loss models in 2026 compared to 2025. Noninterest income increased $39.2 million, or 18.5%, to $251.0 million for the six-month period MarchJune 31,30, 2026, compared to the same period in 2025. This increase was due to increases of $12.1$25.3 million in trust and securities processing income driven by higher fund services and corporate trust revenue, $3.0$8.2 million in brokerage income due to increased 12b-1 and money market revenue, $2.9 million in other income due to increased foreign currency valuation changes, $1.3 million in bankcard fees, and $1.8$1.0 million in bond trading income. Noninterest expense increased $5.7$23.1 million, or 5.3%,10.9%, primarily driven by increases of $3.5$9.5 million in salaries and employee benefits expenseexpense, and a $1.6$8.5 million increase in technology, service, and overhead expense.expense, $1.4 million in bankcard expense, $1.2 million in other noninterest expense, $0.9 million in legal and consulting expense, and $0.9 million in marketing and business development.

For the three-monthsix-month period ended MarchJune 31,30, 2026, Personal Banking net income improved $49.4$58.7 million, or 158.8%,1,176.4%, to net income of $18.3$53.7 million, as compared to a net loss of $31.1$5.0 million in the same period in 2025. Net interest income increased $29.2$42.0 million, or 46.6%,29.9%, compared to the same period last year driven by organic loan growth, an additional month of activity from the acquisition of HTLF, as well as organic legacy-UMB loan growth, and earning asset mix change.changes. Provision for credit losses decreased $16.1$15.7 million for the period, driven by the acquisition of HTLF as well as by portfolio metric changes and changesongoing inrecalibrations macro-economicof metricseconomic loss models in 2026 as compared to 2025. Noninterest income increased $11.5$4.9 million, or 45.6%,5.1%, for the same period primarily driven by increases of $8.2 million in investment securities gains and $2.5$4.1 million in trust and securities processing income.income and $2.6 million in other income driven by increases in gains recorded for recoveries of loans previously charged off by HTLF and increased life insurance income, partially offset by a $2.2 million decline in investment securities gains. Noninterest expense decreased $2.0$11.5 million, or 1.9%,5.2%, primarily due to a decreasedecreases of $8.1$12.1 million in technology, service, and overhead expenses.expenses, This$3.6 decreasemillion isin other noninterest expense driven by reduced charitable contributions, and $1.7 million in bankcard expenses, partially offset by increases of $3.9$2.9 million in salaries and employee benefits expense and $1.4$2.8 million in marketing and business development.

Total assets of the Company decreased $419.9$838.5 million, or 0.6%,1.1%, as of MarchJune 31,30, 2026, compared to December 31, 2025, primarily due to decreases of $1.3$2.0 billion, or 18.5%,28.7%, and $216.7$172.7 million, or 22.8%,18.1%, in interest-bearing due from bankbanks and cash and due from banks, respectively, coupled with decreases of $619.7 million, or 40.0%, in securities purchased under agreements to resell and $221.0 million, or 1.6%, in securities available for sale. These decreases were partially offset by an increase of $1.4$2.4 billion, or 3.5%,6.1%, in loanloans balances.

Total assets of the Company increased $3.3$495.4 billion,million, or 4.8%,0.7%, as of MarchJune 31,30, 2026, compared to MarchJune 31,30, 2025, primarily due to increases of $4.2$4.3 billion, or 11.7%,11.8%, in loan balances and $2.8$1.3 billion, or 25.4%,10.9%, in securities available for sale, partially offset by a decrease of $4.2$5.1 billion, or 42.4%50.6%, in interest-bearing due from bank.banks.

Actual loan balances totaled $40.1$41.1 billion as of MarchJune 31,30, 2026, and increased $1.4$2.4 billion, or 3.5%,6.1%, compared to December 31, 2025, and increased $4.2$4.3 billion, or 11.7%,11.8%, compared to MarchJune 31,30, 2025. Compared to December 31, 2025, commercial and industrial loans increased $798.2$1.7 billion, or 10.3%, leases and other loans increased $261.8 million, or 4.9%109.8%, and commercial real estate loans increased $250.8$191.1 million, or 1.5%.1.2%. Compared to MarchJune 31,30, 2025, commercial and industrial loans increased $2.9$3.3 billion, or 20.9%22.5%, leases and other loans increased $398.4 million, or 391.2%, commercial real estate loans increased $628.3$382.4 million, or 3.9%.2.4%, and consumer real estate loans increased $221.0 million, or 5.1%.

As of MarchJune 31,30, 2026 and December 31, 2025, commercial real estate loans comprised approximately 41.4%40.3% and 42.2%, respectively, of the Company's loan portfolio. 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 and 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 26.8%25.7% and 27.5% of total Company loans as of MarchJune 31,30, 2026 and December 31, 2025, respectively. The average investment CRE loan was approximately $3.7$4.0 million and $3.6 million, as of MarchJune 31,30, 2026 and December 31, 2025, respectively.

The Company’s investment portfolio contains trading, AFS, and HTM securities, as well as FRB stock, FHLB stock, and other miscellaneous investments. Investment securities totaled $19.9 billion as of June 30, 2026, and $20.1 billion as of both March 31, 2026 and December 31, 2025, and comprised 29.8% and 29.9% of the Company’s earning assets, respectively, as of those dates.

The Company’s AFS securities portfolio comprised 68.1%67.6% of the Company’s total securities portfolio at bothJune March 31,30, 2026 and 68.1% at December 31, 2025. 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 was 70.269.6 months at MarchJune 31,30, 2026, compared to 74.8 months at December 31, 2025, and 77.572.4 months at MarchJune 31,30, 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 $12.7$13.2 billion and $13.4 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at MarchJune 31,30, 2026 and December 31, 2025, 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 HTM portfolio, net of the ACL, totaled $5.7 billion at both MarchJune 31,30, 2026 and December 31, 2025.2025, respectively. The average life of the HTM portfolio was 8.6 years at MarchJune 31,30, 2026, compared to 8.5 years at December 31, 2025, and 8.78.8 years at MarchJune 31,30, 2025.

The securities portfolio generates the Company’s second largest component of interest income. The securities portfolio achieved an average yield on a tax-equivalent basis of 3.82%3.83% for the three-monthsix-month period ended MarchJune 31,30, 2026, compared to 3.48%3.60% for the same period in 2025.

At MarchJune 31,30, 2026, the unrealized pre-tax net loss on the AFS securities portfolio was $376.6$415.2 million, or 2.7%3.0% of the $14.0$13.9 billion amortized cost value, compared to $290.8 million at December 31, 2025. At MarchJune 31,30, 2026, the unrealized pre-tax net loss on the securities designated as HTM was $530.7$477.0 million, or 9.3%8.3% of the $5.7 billion amortized cost value, compared to $473.8 million at December 31, 2025. 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 $132.1$124.9 million as of MarchJune 31,30, 2026, and $139.2 million as of December 31, 2025, and was included in the amortized cost balance of HTM securities. See further information in Note 5, “Securities” in the Notes to Consolidated Financial Statements.

Deposits decreased $676.0$890.1 million, or 1.1%,1.5%, from December 31, 2025 to MarchJune 31,30, 2026 and increaseddecreased $1.5$220.3 billion,million, or 2.5%,0.4%, from MarchJune 31,30, 2025 to MarchJune 31,30, 2026. Total interest-bearing balances decreasedincreased $574.4$76.0 million and noninterest-bearing deposits decreased $101.6$966.1 million from December 31, 2025 to MarchJune 31,30, 2026. Total interest-bearing deposits increased $2.8$2.1 billion and noninterest-bearing deposits decreased $1.4$2.3 billion from MarchJune 31,30, 2025 to MarchJune 31,30, 2026. Noninterest-bearing deposits were 28.4%,27.1%, 28.3%, and 31.5%30.8% of total deposits at MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025, respectively.

As of MarchJune 31,30, 2026, there were an estimated $39.1$38.2 billion of uninsured deposits, a decrease of $621.9$1.5 millionbillion as compared to December 31, 2025, and ana increasedecrease of $1.5$2.6 billion as compared to MarchJune 31,30, 2025. Estimated uninsured deposits comprised approximately 65.1%,64.0%, 65.4%, and 64.2%68.1% of total deposits as of MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025, 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 UMB Bank, n.a. 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 $2.8$2.7 billion and collateralized deposits of $7.1$6.6 billion, the adjusted estimated uninsured deposits were $29.2$28.9 billion as of MarchJune 31,30, 2026. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 48.7%48.4% as of MarchJune 31,30, 2026. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 48.1% as of December 31, 2025, and 50.2%51.5% as of MarchJune 31,30, 2025.

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. The Company had $3.6$4.2 billion, $3.5 billion, and $3.4$3.2 billion of deposits in the program as of MarchJune 31,30, 2026, December 31, 2025, and MarchJune 31,30, 2025, respectively.

Long-term debt totaled $477.2$480.1 million as of MarchJune 31,30, 2026, compared to $474.2 million as of December 31, 2025, and $654.4$657.3 million as of MarchJune 31,30, 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 have an aggregate contractual balance of $262.9 million and had a carrying value of $221.2$222.3 million as of MarchJune 31,30, 2026 and $220.0 million at December 31, 2025. Interest rates on trust preferred securities are tied to the three-month term SOFR rate 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.

Federal funds purchased and securities sold under agreements to repurchase totaled $3.6$3.1 billion as of MarchJune 31,30, 2026, $3.3 billion at December 31, 2025, and $2.6$2.9 billion at MarchJune 31,30, 2025. 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 or similar issues at an agreed-upon price and date.