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):  6/27/2022

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Commission File Number: 001-38481

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

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

Item 7.01    Regulation FD Disclosure

On June 27, 2022, UMB Financial Corporation (the “Company”) issued a press release announcing the execution of a definitive agreement to acquire the health savings account (HSA) business of Old National Bank, a wholly owned subsidiary of Old National Bancorp (the “Transaction”).

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1  hereto, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.

Cautionary Statement regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the amount of client assets and number of accounts to be transferred to the Company, the anticipated date of closing of the Transaction and other aspects of the Transaction. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties and other assumptions that are difficult to predict and may be beyond our control, including market conditions, regulatory approval and customary closing conditions. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from what management anticipated, estimated, projected or expected.

Investors are encouraged to closely consider the disclosures and risk factors contained in the Company’s annual and quarterly reports filed from time to time with the Commission.  The forward-looking statements contained herein speak only as of the date of this report. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01    Financial Statements and Exhibits

99.1	Press Release announcing the Transaction dated June 27, 2022.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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

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

Date: June 27, 2022

umbf-ex991_6.htm

News Release

UMB Financial Corporation

1010 Grand Boulevard

Kansas City, MO 64106

Media Contact:

Kristin Kovach

kkovach@crossroads.us

816.507.1069

Investor Relations Contact:

Kay Gregory

Kay.Gregory@umb.com

816.860.7106

UMB Healthcare Services Announces Agreement to Acquire HSA Business from Old National Bank

Transaction adds key talent, significantly increases direct-to-employer business

KANSAS CITY, Mo. (June 27, 2022) — UMB Bank, n.a., a subsidiary of UMB Financial Corporation (Nasdaq: UMBF), is pleased to announce the execution of a definitive agreement to acquire the health savings account (HSA) business of Old National Bank, a wholly owned subsidiary of Old National Bancorp (Nasdaq: ONB).The transaction contemplates the transfer of approximately $500 million in client assets of which approximately $400 million are held in deposit accounts (based on numbers as of March 31, 2022). The assets, which are comprised of approximately 157,000 accounts across more than 3,000 employer groups, will significantly expand UMB’s direct-to-employer accounts.

“Our strategic focus continues to be on growth in the direct-to-employer space,” UMB Director of Healthcare Services Phil Mason said. “This acquisition provides significant business gain and a strong, experienced team that will complement our organic growth efforts.”

Old National Bancorp, one of the largest bank holding companies headquartered in the Midwest, has offered direct-to-employer HSAs since 2004.

“We are thrilled to partner with an organization like UMB Healthcare Services that is strongly committed to investing in the HSA space and exceeding the expectations of clients,” said Old National President and COO Mark Sander. “Anytime you can enter into an agreement with full confidence that clients and team members are going to benefit, you feel very good about making that decision.”

UMB Healthcare Services provides solutions for 4.9 million healthcare spending account cards, and services more than 1.2 million HSAs, totaling more than $2.7 billion in HSA assets and deposits as of March 31, 2022. At year-end 2021, UMB Healthcare Services ranked as the No. 6 HSA provider in the U.S. based on number of accounts, according to Devenir.

“While we have been in the HSA space since the beginning, we’ve been extremely intentional in continuing to grow and evolve our business model and services based on customer needs, industry adjustments, and an ever-changing healthcare landscape,” Mason continued.

This news follows UMB Healthcare Services’ recent announcement regarding its new suite of tax-advantaged benefit accounts that now also includes flexible spending accounts (FSAs), health reimbursement arrangements (HRAs) and commuter benefit accounts.

This transaction is an example of the consolidation trend occurring in the consumer directed healthcare account marketplace, which is expected to continue as the natural progression of this industry’s lifecycle advances.

“Being part of a 109-year-old financial institution provides us with a different perspective and approach,” Mason said. “We’re committed to this business for the long-term and are excited for the additional momentum this acquisition provides.”

Upon closing, the nine-person Old National team will transition to UMB Healthcare Services, adding meaningful expertise while also providing uninterrupted service to existing customers.

“We are excited to welcome this team to UMB, as they will be an exceptional addition to our group and will help us further expand in this highly competitive space,” Mason said. “Led by Ruste Pontenberg, this team has earned an outstanding service reputation among their clients, which aligns with our culture and service approach.”

This acquisition is pending regulatory approval and is expected to close during the fourth quarter 2022.

About UMB

UMB Financial Corporation (Nasdaq: UMBF) is a financial services company headquartered in Kansas City, Missouri. UMB offers commercial banking, which includes comprehensive deposit, lending and investment services, personal banking, which includes wealth management and financial planning services, and institutional banking, which includes asset servicing, corporate trust solutions, investment banking, and healthcare services. UMB operates branches throughout Missouri, Illinois, Colorado, Kansas, Oklahoma, Nebraska, Arizona and Texas. The company also serves business clients nationwide and institutional clients in several countries. For more information, visit UMB.com, UMB Blog, UMB Facebook and UMB LinkedIn, or follow us on Twitter at @UMBBank.