8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

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

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38481

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

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

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

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

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

Item 9.01    Financial Statements and Exhibits

SIGNATURES

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

Date: August 25, 2022

umbf-ex991_7.htm

EXHIBIT 99.1

To: Directors and Executive Officers

From: John Pauls, General Counsel

Date: August 24, 2022

Re:  Notice Regarding Blackout Period and Regulation BTR Trading Restrictions

This notice is to inform you of temporary restrictions on the trading of UMB Financial Corporation (the “Company”) equity securities during an upcoming “blackout period” that will apply to the UMB Profit Sharing and 401(k) Savings and ESOP Plan (the “Plan”). This special “blackout period” is imposed on executive officers and directors of the Company by the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission Regulation BTR (“applicable law”).

The blackout period is necessary to effectuate the replacement of the Plan’s current trustee/custodian and Plan administrator. During the blackout period, participants in the Plan will not be able to (i) change contribution rates or enroll in the 401(k); (ii) request and exchange (transfer) between investment options in the 401(k); (iii) change how contributions will be invested; (iv) request a loan or distribution that does not require paperwork; and (v) check 401(k) or ESOP balances. The blackout period will begin at 4:00 p.m. EST on Wednesday, September 28, 2022, and will end as soon as administratively possible, which is expected to take place during the week beginning October 16, 2022 (the “Blackout Period”). We will notify you when the Blackout Period has ended.

In accordance with applicable law, the Company’s directors and executive officers are prohibited during the Blackout Period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any equity security of the Company acquired in connection with his or her employment as an executive officer or service as a director.

Please note that “equity securities” is defined broadly to include the Company’s common stock, stock options, and other derivative securities. Also, prohibited transactions are not limited to those involving your direct ownership, but include any transaction in equity securities in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).

Please contact me at 1010 Grand Boulevard, Kansas City, MO 64106 or via telephone at (816) 860-7889 if you have any questions or concerns about the Blackout Period, including if you want to confirm whether the Blackout Period has begun or ended. If you engage in a transaction that violates these rules, you may be required to disgorge your profits from the transaction, and you may be subject to civil and criminal penalties. Please remember that you are required to pre-clear with UMB Corporate Legal any trades you would like to make in Company stock.