# UMB Financial Corp: Form 10-Q for the period ended Mar 31, 2025

- Company: [UMB Financial Corp](/companies/umbf.md) (CIK 101382)
- Form: 10-Q
- Filed: 2025-05-02
- Accepted by EDGAR: May 2, 2025, 09:02 ET
- Period: 2025-03-31
- Accession: 0000950170-25-062287
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/101382/000095017025062287/umbf-20250331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/101382/000095017025062287/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Income tax | 3 months, 2025-01-01 to 2025-03-31 | $11.7m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-01-01 to 2025-03-31 | $81.3m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | $1.21 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | $1.22 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 65,496,058 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2025-01-01 to 2025-03-31 | $363.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2025-01-01 to 2025-03-31 | $8.8m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Dividends paid | 3 months, 2025-01-01 to 2025-03-31 | $30.1m | us-gaap:PaymentsOfDividends |
| Share repurchases | 3 months, 2025-01-01 to 2025-03-31 | $15.4m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-03-31 | $10.61bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2025-03-31 | $69.35bn | us-gaap:Assets |
| Total liabilities | at 2025-03-31 | $62.60bn | us-gaap:Liabilities |
| Long-term debt | at 2025-03-31 | $654.4m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2025-03-31 | $6.75bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 71,161 characters.

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-month period ended March 31, 2025. 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.

### CAUTIONARY NOTICE ABOUT FORWARD-LOOKING STATEMENTS

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

This Form 10-Q, including any information incorporated by reference in this Form 10-Q, contains forward-looking statements. The Company also may make forward-looking statements in other documents that are filed or furnished with the Securities and Exchange Commission. In addition, the Company may make forward-looking statements orally or in writing to investors, analysts, members of the media, or others.

All forward-looking statements, by their nature, are subject to assumptions, risks, and uncertainties, which may change over time and many of which are beyond the Company’s control. You should not rely on any forward-looking statement as a prediction or guarantee about the future. Actual future objectives, strategies, plans, prospects, performance, conditions, or results may differ materially from those set forth in any forward-looking statement. While no list of assumptions, risks, or uncertainties could be complete, some of the factors that may cause actual results or other future events, circumstances, or aspirations to differ from those in forward-looking statements include:

- local, regional, national, or international business, economic, or political conditions or events;
- changes in laws or the regulatory environment, including as a result of financial-services legislation or regulation;
- changes in monetary, fiscal, or trade laws or policies, including as a result of actions by central banks or supranational authorities;
- the pace and magnitude of interest rate movements;
- changes in accounting standards or policies;
- shifts in investor sentiment or behavior in the securities, capital, or other financial markets, including changes in market liquidity or volatility or changes in interest or currency rates;
- changes in spending, borrowing, or saving by businesses or households;
- the Company’s ability to effectively manage capital or liquidity or to effectively attract or deploy deposits;
- changes in any credit rating assigned to the Company or its affiliates;
- adverse publicity or other reputational harm to the Company;
- changes in the Company’s corporate strategies, the composition of its assets, or the way in which it funds those assets;
- the Company’s ability to develop, maintain, or market products or services or to absorb unanticipated costs or liabilities associated with those products or services;
- the Company’s ability to innovate to anticipate the needs of current or future customers, to successfully compete in its chosen business lines, to increase or hold market share in changing competitive environments, or to deal with pricing or other competitive pressures;
- changes in the credit, liquidity, or other condition of the Company’s customers, counterparties, or competitors;
- the Company’s ability to effectively deal with economic, business, or market slowdowns or disruptions;
- judicial, regulatory, or administrative investigations, proceedings, disputes, or rulings that create uncertainty for, or are adverse to, the Company or the financial-services industry;
- the Company’s ability to address changing or stricter regulatory or other governmental supervision or requirements;
- the Company’s ability to maintain secure and functional financial, accounting, technology, data processing, or other operating systems or facilities, including its capacity to withstand cyber-attacks;
- the adequacy of the Company’s corporate governance, risk-management framework, compliance programs, or internal controls, including its ability to control lapses or deficiencies in financial reporting or to effectively mitigate or manage operational risk;
- the efficacy of the Company’s methods or models in assessing business strategies or opportunities or in valuing, measuring, monitoring, or managing positions or risk;
- the Company’s ability to keep pace with changes in technology that affect the Company or its customers, counterparties, or competitors;
- mergers, acquisitions, or dispositions, including the Company’s ability to integrate acquisitions and divest assets;
- the Company’s ability to manage the expenses associated with the merger with HTLF and the impact these expenses may have on the Company’s financial results;
- the benefits from the merger may not be fully realized or may take longer to realize than expected;
- the Company’s ability to promptly and effectively integrate the merger with HTLF;
- the adequacy of the Company’s succession planning for key executives or other personnel;
- the Company’s ability to grow revenue, control expenses, or attract and retain qualified employees;
- natural disasters, war, terrorist activities, including instability in the Middle East and Russia's military action in Ukraine, pandemics, and their effects on economic and business environments in which the Company operates;
- macroeconomic and adverse developments and uncertainties related to the collateral effects of the collapse of, and challenges for, domestic and international banks, including the impacts to the U.S. and global economies and reputational harm to the U.S. banking system; or
- other assumptions, risks, or uncertainties described in the Notes to Consolidated Financial Statements (Item 1) and Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 2) in this Form 10-Q, in the Risk Factors (Item 1A) in the Form 10-K, or in any of the Company’s quarterly or current reports.

Any forward-looking statement made by the Company or on its behalf speaks only as of the date that it was made. The Company does not undertake to update any forward-looking statement to reflect the impact of events, circumstances, or results that arise after the date that the statement was made, except as required by applicable securities laws. You, however, should consult further disclosures (including disclosures of a forward-looking nature)

that the Company may make in any subsequent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, or Current Report on Form 8-K.

### Overview

On January 31, 2025, UMBF completed its previously announced acquisition of Heartland Financial, USA, Inc. (HTLF). The acquisition added assets with a fair value of approximately $17.9 billion, $9.8 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 impacts of the acquisition are significant drivers in the first quarter results.

The Company focuses on the following four core financial objectives. Management believes these objectives will guide its efforts to achieve its vision, to deliver *the* Unparalleled Customer Experience, all while seeking to improve net income and strengthen the balance sheet while undertaking prudent risk management.

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. The acquisition of HTLF will be integral in improving operational efficiency. 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 first quarter of 2025, total revenue increased $165.2 million, or 41.4%, as compared to the first quarter of 2024, while noninterest expense increased $130.0 million, or 51.0%, for the same period. Included in the first quarter noninterest expense is $53.2 million in acquisition-related expense. Revenue is also impacted by 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 first quarter of 2025, the Company had an increase in net interest income of $158.2 million, or 66.1%, from the same period in 2024. The change in net interest income was primarily driven by rate and mix changes related to the HTLF acquisition. The increase in interest income was driven by a $9.0 billion, or 38.3%, increase in average loans, a $3.5 billion, or 106.1%, increase in average interest-bearing due from banks, and a $2.9 billion, or 21.9%, increase in total securities. The funding for these assets was driven primarily by a 43.1% increase in average interest-bearing liabilities, including an increase in average interest-bearing deposits of $13.4 billion compared to the same period in 2024. Net interest margin, on a tax-equivalent basis, increased 48 basis points compared to the same period in 2024, primarily due to cost and mix changes of loan balances and interest-bearing liabilities. Net interest spread increased 72 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 recent 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 $7.0 million, or 4.4%, to $166.2 million for the three months ended March 31, 2025, compared to the same period in 2024. This change is primarily due to HTLF-related fee income from trust income, deposit service charges, and bankcard fees. These are partially offset by investment securities losses and lower company-owned life insurance income. See greater detail below under Noninterest Income. The Company continues to emphasize its asset management, brokerage, bankcard services, healthcare services, and treasury management businesses. For the three-month period ended March 31, 2025, noninterest income represented 29.5% of total revenues, compared to 39.9% for the same period in 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 March 31, 2025, the Company had $6.7 billion in total shareholders’ equity. This is an increase of $3.6 billion, or 114.0%, compared to total shareholders’ equity at March 31, 2024. At March 31, 2025, the Company had a total risk-based capital ratio of 12.54%. The first quarter of 2025 includes the issuance of 23.6 million shares of UMBF common stock, or $2.8 billion and the issuance of 4.6 million depositary shares, each representing a 1/400th interest in a share of the Company’s 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the Series A Preferred Stock), or $115.2 million, in exchange for all of the outstanding common and preferred stock of HTLF as consideration for the acquisition. The Company also settled the previously announced forward contract which added 3.2 million common shares, or $235.1 million in equity. The Company did not repurchase shares of common stock during the first quarter of 2025, except for shares acquired pursuant to the Company's share-based incentive programs.

### Earnings Summary

The following is a summary regarding the Company’s earnings for the first quarter of 2025. The changes identified in the summary are explained in greater detail below. The Company recorded net income available to common shareholders of $79.3 million for the three-month period ended March 31, 2025, compared to $110.3 million for the same period a year earlier. Basic earnings per common share for the first quarter of 2025 was $1.22 per common share ($1.21 per common share fully-diluted) compared to basic earnings per common share of $2.27 per common share ($2.25 per common share fully-diluted) for the first quarter of 2024. Return on average assets and return on average common shareholders’ equity for the three-month period ended March 31, 2025 were 0.54% and 5.86%, respectively, compared to 1.06% and 14.11%, respectively, for the three-month period ended March 31, 2024.

Net interest income for the three-month period ended March 31, 2025 increased $158.2 million, or 66.1%, compared to the same period in 2024. For the three-month period ended March 31, 2025, average earning assets increased $15.7 billion, or 39.3%, compared to the same period in 2024. Net interest margin, on a tax-equivalent basis, increased to 2.96% for the three-month period ended March 31, 2025, compared to 2.48% for the same period in 2024.

The provision for credit losses increased by $76.0 million for the three-month period ended March 31, 2025, as compared to the same period in 2024. Provision expense 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. Provision expense for both periods is primarily impacted by macro-economic data and portfolio credit metrics. The Company’s nonperforming loans increased $83.1 million to $100.9 million at March 31, 2025, compared to March 31, 2024. This includes $80.8 million in nonperforming loans related to HTLF. The ACL on loans as a percentage of total loans increased to 1.03% as of March 31, 2025, compared to 0.96% at March 31, 2024. 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 $7.0 million, or 4.4%, for the three-month period ended March 31, 2025, compared to the same period in 2024. These changes are discussed in greater detail below under Noninterest Income.

Noninterest expense increased by $130.0 million, or 51.0%, for the three-month period ended March 31, 2025, compared to the same period in 2024. These changes are discussed in greater detail below under Noninterest Expense.

### Net Interest Income

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-month period ended March 31, 2025 increased $158.2 million, or 66.1%, compared to the same period in 2024. This increase is primarily driven by rate and mix changes related to the HTLF acquisition. Margin included $28.6 million of net accretion related to the fair value adjustments discussed in Note 13, “Acquisition” above.

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 March 31, 2025 increased 72 basis points as compared to the same period in 2024. Net interest margin for the three months ended March 31, 2025 increased 48 basis points compared to the same period in 2024. The changes are driven by rate and balance sheet mix changes from the acquired HTLF balance sheet. The cost of interest-bearing liabilities decreased 59 basis points from the first quarter of 2024 while the yield on earning assets increased 13 basis points compared to the same period. Earning asset balance increases have been primarily driven by higher average loan, interest-bearing due from bank, and securities balances. These variances have led to an increase in the Company’s net interest income during 2025, as compared to results for the same period in 2024. 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 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.

#### Table 1

**AVERAGE BALANCE SHEETS/YIELDS AND RATES** *(tax-equivalent basis) (unaudited, dollars in thousands)*

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 5.39% for the three-month period ended March 31, 2025, and 5.25% for the same period in 2024.

| ASSETS | Three Months Ended March 31, 2025 Average Balance | Average Yield/Rate | 2024 Average Balance | Average Yield/Rate |
| --- | ---: | ---: | ---: | ---: |
| Loans, net of unearned interest | $32,309,697 | 6.62% | $23,354,043 | 6.64% |
| Securities: |  |  |  |  |
| Taxable | 11,728,148 | 3.40 | 9,264,789 | 2.65 |
| Tax-exempt | 4,121,569 | 3.68 | 3,732,122 | 3.42 |
| Total securities | 15,849,717 | 3.47 | 12,996,911 | 2.87 |
| Federal funds and resell agreements | 555,805 | 5.07 | 206,443 | 5.97 |
| Interest-bearing due from banks | 6,808,680 | 4.47 | 3,304,142 | 5.44 |
| Other earning assets | 20,863 | 7.56 | 17,893 | 7.33 |
| Total earning assets | 55,544,762 | 5.44 | 39,879,432 | 5.31 |
| Allowance for credit losses | (320,371) |  | (222,116) |  |
| Other assets | 4,752,484 |  | 2,360,092 |  |
| Total assets | $59,976,875 |  | $42,017,408 |  |
| **LIABILITIES AND SHAREHOLDERS' EQUITY** |  |  |  |  |
| Interest-bearing deposits | $36,856,314 | 3.34% | $23,459,723 | 3.84% |
| Federal funds and repurchase agreements | 2,692,907 | 3.88 | 2,384,754 | 4.67 |
| Borrowed funds | 570,427 | 7.92 | 2,183,494 | 5.36 |
| Total interest-bearing liabilities | 40,119,648 | 3.44 | 28,027,971 | 4.03 |
| Noninterest-bearing demand deposits | 13,428,205 |  | 10,066,409 |  |
| Other liabilities | 861,375 |  | 779,510 |  |
| Shareholders' equity | 5,567,647 |  | 3,143,518 |  |
| Total liabilities and shareholders' equity | $59,976,875 |  | $42,017,408 |  |
| Net interest spread |  | 2.00% |  | 1.28% |
| Net interest margin |  | 2.96 |  | 2.48 |

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 $3.6 billion for the three-month period ended March 31, 2025, compared to the same period in 2024. The benefit from interest-free funds decreased 24 basis points in the three-month period ended March 31, 2025 compared to the same period in 2024.

#### Table 2

**ANALYSIS OF CHANGES IN NET INTEREST INCOME AND MARGIN** *(unaudited, dollars in thousands)*

### ANALYSIS OF CHANGES IN NET INTEREST INCOME

| Change in interest earned on: | Three Months Ended March 31, 2025 and 2024 Volume | Rate | Total |
| --- | ---: | ---: | ---: |
| Loans | $143,050 | $(1,212) | $141,838 |
| Securities: |  |  |  |
| Taxable | 18,070 | 19,115 | 37,185 |
| Tax-exempt | 2,694 | 1,936 | 4,630 |
| Federal funds sold and resell agreements | 4,409 | (519) | 3,890 |
| Interest-bearing due from banks | 39,493 | (9,196) | 30,297 |
| Trading | 55 | 10 | 65 |
| Interest income | 207,771 | 10,134 | 217,905 |
| Change in interest incurred on: |  |  |  |
| Interest-bearing deposits | 111,836 | (32,305) | 79,531 |
| Federal funds purchased and repurchase agreements | 3,187 | (5,059) | (1,872) |
| Other borrowed funds | (27,642) | 9,683 | (17,959) |
| Interest expense | 87,381 | (27,681) | 59,700 |
| Net interest income | $120,390 | $37,815 | $158,205 |

### ANALYSIS OF NET INTEREST MARGIN

|  | Three Months Ended March 31, 2025 | 2024 | Change |
| --- | ---: | ---: | ---: |
| Average earning assets | $55,544,762 | $39,879,432 | $15,665,330 |
| Interest-bearing liabilities | 40,119,648 | 28,027,971 | 12,091,677 |
| Interest-free funds | $15,425,114 | $11,851,461 | $3,573,653 |
| Free funds ratio (interest-free funds to average earning assets) | 27.77% | 29.72% | (1.95)% |
| Tax-equivalent yield on earning assets | 5.44 | 5.31 | 0.13 |
| Cost of interest-bearing liabilities | 3.44 | 4.03 | (0.59) |
| Net interest spread | 2.00 | 1.28 | 0.72 |
| Benefit of interest-free funds | 0.96 | 1.20 | (0.24) |
| Net interest margin | 2.96% | 2.48% | 0.48% |

### Provision and Allowance for Credit Losses

The ACL represents management’s judgment of the total expected losses included in the Company’s loan portfolio as of the balance sheet date. The Company’s process for recording the ACL is based on the evaluation of the Company’s lifetime historical loss experience, management’s understanding of the credit quality inherent in the loan portfolio, and the impact of the current economic environment, coupled with reasonable and supportable economic forecasts.

A mathematical calculation of an estimate is made to assist in determining the adequacy and reasonableness of management’s recorded ACL. To develop the estimate, the Company follows the guidelines in ASC 326, *Financial Instruments – Credit Losses*. The estimate reserves for assets held at amortized cost and any related credit deterioration in the Company’s available-for-sale debt security portfolio. Assets held at amortized cost include the Company’s loan book and held-to-maturity security portfolio.

The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans. These factors have been established over decades of financial institution experience and include economic observation and loan loss characteristics. This process is designed to produce a lifetime estimate of the losses, at a reporting date, that includes evaluation of historical loss experience, current economic conditions, reasonable and supportable forecasts, and the qualitative framework outlined by the Office of the Comptroller of the Currency in the published 2020 Interagency Policy Statement. This process allows management to take a holistic view of the recorded ACL reserve and ensure that all significant and pertinent information is considered.

The Company considers a variety of factors to ensure the safety and soundness of its estimate including a strong internal control framework, extensive methodology documentation, credit underwriting standards which encompass the Company’s desired risk profile, model validation, and ratio analysis. If the Company’s total ACL estimate, as determined in accordance with the approved ACL methodology, is either outside a reasonable range based on review of economic indicators or by comparison of historical ratio analysis, the ACL estimate is an outlier and management will investigate the underlying reason(s). Based on that investigation, issues or factors that previously had not been considered may be identified in the estimation process, which may warrant adjustments to estimated credit losses.

The ending result of this process is a recorded consolidated ACL that represents management’s best estimate of the total expected losses included in the loan portfolio, held-to-maturity securities, and credit deterioration in available-for-sale securities.

Based on the factors above, management of the Company recorded $86.0 million as provision for credit losses for the three-month period ended March 31, 2025, compared to $10.0 million for 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 the HTLF acquisition. See Note 13, “Acquisition” above. The remaining $24.0 million was recorded from applying the methodology for computing the allowance for credit losses, coupled with the impacts of the current and forecasted economic environment. As illustrated in Table 3 below, the ACL on loans increased to 1.03% of total loans as of March 31, 2025, compared to 0.96% of total loans as of March 31, 2024.

Table 3 presents a summary of the Company’s ACL for the three-month periods ended March 31, 2025 and 2024, and for the year ended December 31, 2024. Net charge-offs were $35.9 million, or 0.45% of average loans for the three-month period ended March 31, 2025, compared to $3.0 million, or 0.05% for the same period in 2024. Approximately $29.7 million of the net charge-offs were related to acquired loans. 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.

#### Table 3

**ANALYSIS OF ALLOWANCE FOR CREDIT LOSSES** *(unaudited, dollars in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 | Year Ended December 31, 2024 |
| --- | ---: | ---: | ---: |
| Allowance – January 1 | $261,734 | $222,996 | $222,996 |
| PCD allowance for credit loss at acquisition | 62,126 | — | — |
| Provision for credit losses | 85,500 | 10,000 | 62,000 |
| Charge-offs: |  |  |  |
| Commercial and industrial | (25,996) | (944) | (5,441) |
| Specialty lending | — | — | — |
| Commercial real estate | (2,324) | (250) | (250) |
| Consumer real estate | (1,229) | (174) | (432) |
| Consumer | (742) | (408) | (1,524) |
| Credit cards | (6,676) | (3,701) | (20,752) |
| Leases and other | — | — | (4) |
| Total charge-offs | (36,967) | (5,477) | (28,403) |
| Recoveries: |  |  |  |
| Commercial and industrial | 69 | 1,252 | 1,890 |
| Specialty lending | — | 1 | 4 |
| Commercial real estate | — | — | — |
| Consumer real estate | 16 | 606 | 648 |
| Consumer | 119 | 76 | 241 |
| Credit cards | 891 | 525 | 2,355 |
| Leases and other | — | — | 3 |
| Total recoveries | 1,095 | 2,460 | 5,141 |
| Net charge-offs | (35,872) | (3,017) | (23,262) |
| Allowance for credit losses – end of period | $373,488 | $229,979 | $261,734 |
| Allowance for credit losses on loans | $368,922 | $226,159 | $259,089 |
| Allowance for credit losses on held-to-maturity securities | 4,566 | 3,820 | 2,645 |
| Loans at end of period, net of unearned interest | 35,936,281 | 23,637,649 | 25,642,301 |
| Held-to-maturity securities at end of period | 5,669,139 | 5,626,437 | 5,378,912 |
| Total assets at amortized cost | 41,605,420 | 29,264,086 | 31,021,213 |
| Average loans, net of unearned interest | 32,307,533 | 23,352,083 | 24,209,547 |
| Allowance for credit losses on loans to loans at end of period | 1.03% | 0.96% | 1.01% |
| Allowance for credit losses – end of period to total assets at amortized cost | 0.90% | 0.79% | 0.84% |
| Allowance as a multiple of net charge-offs | 2.57x | 18.95x | 11.25x |
| Net charge-offs to average loans | 0.45% | 0.05% | 0.10% |

### Noninterest Income

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.

The Company offers multiple fee-based products and services, which management believes will more closely align with customer demands. The Company is currently emphasizing fee-based products and services including trust and securities processing, bankcard, securities trading and brokerage, and cash and treasury management. Management believes that it can offer these products and services both efficiently and profitably, as most have common platforms and support structures.

#### Table 4

**SUMMARY OF NONINTEREST INCOME** *(unaudited, dollars in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 | Dollar Change 25-24 | Percent Change 25-24 |
| --- | ---: | ---: | ---: | ---: |
| Trust and securities processing | $79,781 | $69,478 | $10,303 | 14.8% |
| Trading and investment banking | 5,911 | 5,462 | 449 | 8.2 |
| Service charges on deposits | 27,457 | 20,757 | 6,700 | 32.3 |
| Insurance fees and commissions | 178 | 283 | (105) | (37.1) |
| Brokerage fees | 18,102 | 13,160 | 4,942 | 37.6 |
| Bankcard fees | 26,293 | 21,968 | 4,325 | 19.7 |
| Investment securities (losses) gains, net | (4,782) | 9,371 | (14,153) | (151.0) |
| Other | 13,258 | 18,765 | (5,507) | (29.3) |
| Total noninterest income | $166,198 | $159,244 | $6,954 | 4.4% |

Noninterest income increased by $7.0 million, or 4.4%, during the three-month period ended March 31, 2025, compared to the same period in 2024. 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-month period ended March 31, 2025, compared to the same period in 2024, was primarily due to an increase in trust services income primarily related to HTLF, and increases in fund services revenue and corporate trust revenue. For the three-month period ended March 31, 2025, trust services income increased $4.4 million, or 29.4%, fund services revenue increased $3.6 million, or 9.0%, and corporate trust revenue increased $2.4 million, or 15.7%, in each case compared to the same period in 2024. 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.

Service charges on deposits for the three-month period ended March 31, 2025 increased $6.7 million, or 32.3%, compared to the same period in 2024. This increase was largely driven by the HTLF acquisition and increased corporate service charges income.

Brokerage fees for the three-month period ended March 31, 2025 increased $4.9 million, or 37.6%, compared to the same period in 2024. This increase was driven by increased 12b-1 fees and money market share revenue.

Bankcard fees for the three-month period ended March 31, 2025 increased $4.3 million, or 19.7%, compared to the same period in 2024. This increase was driven by higher interchange income, partially offset by higher rebate and reward costs primarily related to purchase volume from the HTLF acquisition.

Investment securities gains, net for the three-month period ended March 31, 2025 decreased by $14.2 million, or 151.0%, compared to the same period in 2024. This decrease was primarily driven by a net $8.6 million gain on disposition of two of the Company’s non-marketable securities in the first quarter of 2024, coupled with $5.3 million in decreased valuation in the Company’s non-marketable securities during the first quarter of 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.

Other noninterest income for the three-month period ended March 31, 2025 decreased $5.5 million, or 29.3%, compared to the same period in 2024, driven by a decrease of $5.3 million in company-owned life insurance income.

#### Table 5

**SUMMARY OF NONINTEREST EXPENSE** *(unaudited, dollars in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 | Dollar Change 25-24 | Percent Change 25-24 |
| --- | ---: | ---: | ---: | ---: |
| Salaries and employee benefits | $221,398 | $143,006 | $78,392 | 54.8% |
| Occupancy, net | 16,069 | 12,270 | 3,799 | 31.0 |
| Equipment | 16,948 | 16,503 | 445 | 2.7 |
| Supplies and services | 4,785 | 3,301 | 1,484 | 45.0 |
| Marketing and business development | 7,998 | 6,025 | 1,973 | 32.7 |
| Processing fees | 40,850 | 27,936 | 12,914 | 46.2 |
| Legal and consulting | 28,606 | 7,894 | 20,712 | 262.4 |
| Bankcard | 12,795 | 10,567 | 2,228 | 21.1 |
| Amortization of other intangible assets | 17,482 | 1,960 | 15,522 | 791.9 |
| Regulatory fees | 8,237 | 19,395 | (11,158) | (57.5) |
| Other | 9,619 | 5,947 | 3,672 | 61.7 |
| Total noninterest expense | $384,787 | $254,804 | $129,983 | 51.0% |

Noninterest expense increased by $130.0 million, or 51.0%, for the three-month period ended March 31, 2025, compared to the same period in 2024. Table 5 above summarizes the components of noninterest expense and the respective year-over-year comparison for each category. First quarter 2025 noninterest expense included $53.2 million in total acquisition-related and other nonrecurring costs, compared to $0.4 million in the same period in 2024. It also includes $15.6 million in other intangible amortization expense related to the HTLF acquisition.

Salaries and employee benefits increased by $78.4 million, or 54.8%, for the three-month period ended March 31, 2025, compared to the same period in 2024. Salaries and wages expense increased $25.0 million, or 29.2%, and bonus and commission expense increased $46.7 million, or 179.5%, for the three-month period ended March 31, 2025, as compared to the same period in 2024. Employee benefits expense increased $6.7 million, or 21.4%, for the three-month period ended March 31, 2025 compared to the same period in 2024. The variances in salaries and employee benefits are primarily driven by increased severance, retention bonuses, and change in control payments made to HTLF associates, as well as higher bonus expense due to higher company performance for legacy-UMB associates.

Occupancy expense increased $3.8 million, or 31.0%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily due to higher volume of activity from the HTLF acquisition.

Processing fees increased $12.9 million, or 46.2%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily due to increased software subscription costs, of which $6.2 million was driven by legacy-HTLF software subscriptions.

Legal and Consulting expense increased $20.7 million, or 262.4%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily due to $19.0 million of non-recurring transaction costs associated with the acquisition in the first quarter of 2025.

Bankcard expense increased $2.2 million, or 21.2%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily driven by higher volume of activity from the HTLF acquisition.

Amortization of other intangible assets increased $15.5 million, or 791.9%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily due to amortization of the core deposit intangible, customer list and purchased credit card relationship intangibles recognized in the first quarter from the HTLF acquisition.

Regulatory fees decreased $11.2 million, or 57.5%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily due to the $13.0 million FDIC special assessment recorded in the first quarter of 2024.

Other expense increased $3.7 million, or 61.7%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily due to higher operational losses coupled with increased expenses related to the HTLF acquisition for property taxes and insurance.

### Income Tax Expense

The Company’s effective tax rate was 12.6% for the three months ended March 31, 2025, compared to 17.6% for the same period in 2024. The effective tax rate decreased primarily due to more favorable discrete tax items in 2025 as compared to 2024, including a favorable discrete tax benefit for the remeasurement of deferred tax assets due to an increase in the forecasted state marginal tax rate driven by the acquisition of HTLF. Additionally, there was an increase in excess tax benefits associated with stock compensation recorded in the first quarter of 2025 compared to the same period a year earlier.

### Strategic Lines of Business

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 March 31, 2025. Previously reported results have been reclassified in this Form 10-Q to conform to the Company’s current organizational structure.

#### Table 6

**Commercial Banking Operating Results** *(unaudited, dollars in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 | Dollar Change 25-24 | Percent Change 25-24 |
| --- | ---: | ---: | ---: | ---: |
| Net interest income | $273,916 | $157,982 | $115,934 | 73.4% |
| Provision for credit losses | 66,751 | 7,765 | 58,986 | 759.6 |
| Noninterest income | 37,218 | 43,978 | (6,760) | (15.4) |
| Noninterest expense | 173,011 | 95,255 | 77,756 | 81.6 |
| Income before taxes | 71,372 | 98,940 | (27,568) | (27.9) |
| Income tax expense | 8,987 | 16,762 | (7,775) | (46.4) |
| Net income | $62,385 | $82,178 | $(19,793) | (24.1)% |

For the three-month period ended March 31, 2025, Commercial Banking net income decreased $19.8 million to $62.4 million, as compared to the same period in 2024. Net interest income increased $115.9 million, or 73.4%, for the three-month period ended March 31, 2025, compared to the same period in 2024, primarily driven by the acquisition of HTLF, as well as organic legacy-UMB loan growth, and earning asset mix changes. Provision for credit losses increased $59.0 million for the period, driven by the acquisition of HTLF as well as portfolio metric changes and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income decreased $6.8 million, or 15.4%, compared to the same period in 2024, primarily due to a decrease of $10.7 million in investment securities gains, partially offset by an increase of $4.2 million in deposit service charges. Noninterest expense increased $77.8 million, or 81.6%, to $173.0 million for the three-month period ended March 31, 2025, compared to the same period in 2024. This increase was driven by an increase of $46.7 million in technology, service, and overhead expenses and an increase of $26.4 million in salaries and employee benefits expense, both driven by the HTLF acquisition. There were additional increases of $1.6 million in marketing and business development expense and $1.5 million in processing fees.

#### Table 7

**Institutional Banking Operating Results** *(unaudited, dollars in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 | Dollar Change 25-24 | Percent Change 25-24 |
| --- | ---: | ---: | ---: | ---: |
| Net interest income | $61,159 | $49,125 | $12,034 | 24.5% |
| Provision for credit losses | 435 | 234 | 201 | 85.9 |
| Noninterest income | 103,797 | 91,704 | 12,093 | 13.2 |
| Noninterest expense | 107,268 | 97,541 | 9,727 | 10.0 |
| Income before taxes | 57,253 | 43,054 | 14,199 | 33.0 |
| Income tax expense | 7,210 | 7,733 | (523) | (6.8) |
| Net income | $50,043 | $35,321 | $14,722 | 41.7% |

For the three-month period ended March 31, 2025, Institutional Banking net income increased $14.7 million, or 41.7%, compared to the same period last year. Net interest income increased $12.0 million, or 24.5%, compared to the same period last year, due to an increase in funds transfer pricing due to higher deposit balances. Noninterest income increased $12.1 million, or 13.2%, primarily due to increases of $6.0 million in trust and securities processing income driven by higher fund services and corporate trust revenue, $4.0 million in brokerage fees and $1.8 million in deposit service charges. Noninterest expense increased $9.7 million, or 10.0%, primarily driven by increases of $7.4 million in salaries and employee benefits expense, $3.8 million in processing fees, and $1.5 million in bankcard expense. These increases were partially offset by a decrease of $3.1 million in technology, service, and overhead expenses.

#### Table 8

**Personal Banking Operating Results** *(unaudited, dollars in thousands)*

|  | Three Months Ended March 31, 2025 | 2024 | Dollar Change 25-24 | Percent Change 25-24 |
| --- | ---: | ---: | ---: | ---: |
| Net interest income | $62,564 | $32,327 | $30,237 | 93.5% |
| Provision for credit losses | 18,814 | 2,001 | 16,813 | 840.2 |
| Noninterest income | 25,183 | 23,562 | 1,621 | 6.9 |
| Noninterest expense | 104,508 | 62,008 | 42,500 | 68.5 |
| Loss before taxes | (35,575) | (8,120) | (27,455) | (338.1) |
| Income tax benefit | (4,480) | (879) | (3,601) | (409.7) |
| Net loss | $(31,095) | $(7,241) | $(23,854) | (329.4)% |

For the three-month period ended March 31, 2025, Personal Banking net income decreased $23.9 million to a net loss of $31.1 million, as compared to the same period in 2024. Net interest income increased $30.2 million, or 93.5%, compared to the same period last year driven by the acquisition of HTLF, as well as organic legacy-UMB loan growth, and earning asset mix change. Provision for credit losses increased $16.8 million for the period driven by the acquisition of HTLF as well as by portfolio metric changes and changes in macro-economic metrics in 2025 as compared to 2024. Noninterest income increased $1.6 million, or 6.9%, for the same period driven by an increase of $3.8 million in trust and securities processing income, an increase of $1.3 million in bankcard fees, and an increase of $0.9 million in brokerage income. These increases were partially offset by a decrease of $4.1 million in investment securities gains. Noninterest expense increased $42.5 million, or 68.5%, primarily due to an increase of

$26.5 million in technology, service, and overhead expenses, and an increase of $13.8 million in salaries and employee benefits expense, both driven by the HTLF acquisition, and an increase of $1.3 million in processing fees.

### Balance Sheet Analysis

Total assets of the Company increased $18.9 billion, or 37.6%, as of March 31, 2025, compared to December 31, 2024, primarily due to an increase of $10.3 billion, or 40.1% in loan balances, an increase of $3.1 billion, or 40.1%, in securities available for sale, and an increase of $1.8 billion, or 22.9%, in interest-bearing due from banks.

Total assets of the Company increased $24.0 billion, or 52.9%, as of March 31, 2025, compared to March 31, 2024, primarily due to an increase of $12.3 billion, or 52.0%, in loan balances, an increase of $4.4 billion, or 66.6%, in securities available for sale, and an increase of $3.2 billion, or 47.0%, in interest-bearing due from banks.

The overall increase in total assets from March 31, 2024 and December 31, 2024 to March 31, 2025 is directly related to the acquisition of HTLF. The HTLF acquisition added total assets with an acquired fair value of $16.3 billion, including $9.8 billion in loan balances and $3.7 billion in securities balances at January 31, 2025.

#### Table 9

**SELECTED FINANCIAL INFORMATION** *(unaudited, dollars in thousands)*

|  | March 31, 2025 | 2024 | December 31, 2024 |
| --- | ---: | ---: | ---: |
| Total assets | $69,347,313 | $45,343,375 | $50,409,664 |
| Loans, net of unearned interest | 35,941,380 | 23,642,064 | 25,645,057 |
| Total securities | 17,295,602 | 12,681,449 | 13,652,797 |
| Interest-bearing due from banks | 9,811,867 | 6,673,104 | 7,986,270 |
| Total earning assets | 63,684,918 | 43,176,892 | 47,829,124 |
| Total deposits | 58,521,178 | 36,913,610 | 43,142,029 |
| Total borrowed funds | 3,214,363 | 4,409,216 | 2,995,007 |

Loans represent the Company’s largest source of interest income. In addition to growing the commercial loan portfolio, management believes its middle market commercial business and its consumer business, including home equity and credit card loan products, are the market niches that represent its best opportunity to cross-sell fee-related services and generate additional noninterest income for the Company.

Actual loan balances totaled $35.9 billion as of March 31, 2025, and increased $10.3 billion, or 40.1%, compared to December 31, 2024, and increased $12.3 billion, or 52.0%, compared to March 31, 2024. Compared to December 31, 2024, commercial real estate loans increased $5.9 billion, or 57.9%, commercial and industrial loans increased $3.1 billion, or 28.7%, and consumer real estate loans increased $1.0 billion, or 31.5%. Compared to March 31, 2024, commercial real estate loans increased $6.7 billion, or 72.3%, commercial and industrial loans increased $4.1 billion, or 41.2%, and consumer real estate loans increased $1.2 billion, or 40.9%. A significant driver in the increases in loans was the acquisition of HTLF and its loan portfolio with an acquired fair value of $9.8 billion at January 31, 2025. The remaining increase in loans compared to March 31, 2024 is related to loans originated through the legacy UMB channels. See further information in Note 4, “Loans and Allowance for Credit Losses” in the Notes to Consolidated Financial Statements.

As of March 31, 2025 and December 31, 2024, commercial real estate loans comprised approximately 44.5% and 39.5%, 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 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 29.6% and 28.5% of total Company loans as of March 31, 2025 and December 31, 2024, respectively. The average investment CRE loan was approximately $3.9 million and $7.2 million, as of March 31, 2025 and December 31, 2024, respectively.

The properties securing the commercial real estate portfolio are diverse in terms of type and geographic location. This diversity helps reduce exposure to adverse economic events that affect any single market or industry. Notwithstanding, commercial real estate loans, in general, may be more adversely impacted by conditions in the real estate market or the economy.

The following table presents the Company's investment CRE (which includes non-owner occupied and construction loans) by industry. The table separately discloses the top five industries as a percentage of the Company's loan portfolio as of either period presented, while the remainder are included in “Other.”

#### Table 10

|  | Investment CRE loans by industry as a percentage of total Company Loans March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Industrial | 8.5% | 8.8% |
| Multifamily | 6.9 | 7.4 |
| Office building | 4.0 | 3.9 |
| Hotel | 2.2 | 1.9 |
| Retail | 2.7 | 1.9 |
| Other | 5.3 | 4.6 |
| Total Investment CRE | 29.6% | 28.5% |

The following table presents the Company's investment CRE (which includes non-owner occupied and construction loans) by state. The table separately discloses all states that represent at least 5.0% of the Company's investment CRE portfolio as of either period presented, while the remainder are included in “All Others.”

#### Table 11

|  | Investment CRE loans by State March 31, 2025 | December 31, 2024 |
| --- | ---: | ---: |
| Arizona | 11.9% | 11.6% |
| Texas | 11.8 | 11.4 |
| Colorado | 11.4 | 9.1 |
| Missouri | 10.5 | 14.6 |
| Utah | 5.7 | 8.1 |
| California | 5.1 | 3.0 |
| Florida | 4.0 | 5.8 |
| All others | 39.6 | 36.4 |
| Total Investment CRE | 100.0% | 100.0% |

Nonaccrual, past due and restructured loans are discussed under “Credit Risk Management” within “Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this report.

### Investment Securities

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 $17.3 billion as of March 31, 2025, and $13.7 billion as of December 31, 2024, and comprised 27.2% and 28.5% of the Company’s earning assets, respectively, as of those dates. A significant driver in the increases 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 $3.7 billion at January 31, 2025.

The Company’s AFS securities portfolio comprised 63.0% of the Company’s investment securities portfolio at March 31, 2025 and 56.9% at December 31, 2024. 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 77.5 months at March 31, 2025, compared to 56.0 months at December 31, 2024, and 57.8 months at March 31, 2024. 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 $11.2 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 March 31, 2025 and December 31, 2024, respectively.

The Company’s HTM securities portfolio consists of 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 March 31, 2025 and $5.4 billion as of December 31, 2024. The average life of the HTM portfolio was 8.7 years at March 31, 2025, compared to 9.1 years at December 31, 2024, and 9.0 years at March 31, 2024.

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 3.48% for the three-month period ended March 31, 2025, compared to 2.88% for the same period in 2024.

At March 31, 2025, the unrealized pre-tax net loss on the AFS securities portfolio was $557.5 million, or 4.9% of the $11.5 billion amortized cost value, an improvement of $75.8 million as compared to December 31, 2024. At March 31, 2025, the unrealized pre-tax net loss on the securities designated as HTM was $610.3 million, or 10.7% of amortized cost value, compared to $630.0 million at December 31, 2024. 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 $163.0 million as of March 31, 2025, and $171.3 million as of December 31, 2024, 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 and Borrowed Funds

Deposits increased $15.4 billion, or 35.6%, from December 31, 2024 to March 31, 2025 and increased $21.6 billion, or 58.5%, from March 31, 2024 to March 31, 2025. A significant driver in the increases in the Company's deposits was the acquisition of HTLF, which added total deposits with an acquired value of $14.3 billion at January 31, 2025. Total noninterest-bearing deposits increased $4.8 billion and total interest-bearing deposits increased $10.6 billion from December 31, 2024 to March 31, 2025. Total noninterest-bearing deposits increased $5.2 billion, and interest-bearing deposits increased $16.4 billion from March 31, 2024 to March 31, 2025. Noninterest-bearing deposits were 31.5%, 31.6%, and 35.9% of total deposits at March 31, 2025, December 31, 2024, and March 31, 2024, respectively.

Deposits represent the Company’s primary funding source for its asset base. In addition to the core deposits garnered by the Company’s retail branch structure, the Company continues to focus on its cash management services, as well as its trust and mutual fund servicing businesses, in order to attract and retain additional deposits. Management believes a strong core deposit composition is one of the Company’s key strengths given its competitive product mix.

As of March 31, 2025, there were an estimated $37.6 billion of uninsured deposits, an increase of $6.5 billion as compared to December 31, 2024, and an increase of $12.3 billion as compared to March 31, 2024. Estimated uninsured deposits comprised approximately 64.2%, 72.0%, and 68.4% of total deposits as of March 31, 2025, December 31, 2024, and March 31, 2024, 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 $1.7 billion and collateralized deposits of $6.5 billion, the adjusted estimated uninsured deposits were $29.4 billion as of March 31, 2025. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 50.2% as of March 31, 2025. The adjusted ratio of estimated uninsured deposits, excluding affiliate and collateralized deposits, as a percentage of total deposits was approximately 52.6% as of December 31, 2024, and 48.6% as of March 31, 2024.

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 $3.4 billion, $1.3 billion, and $1.2 billion of deposits in the program as of March 31, 2025, December 31, 2024, and March 31, 2024, respectively. The increase in deposits in IntraFi Cash Service program during 2025 was driven by the acquisition of HTLF, which had $2.0 billion in the program as of January 31, 2025.

Long-term debt totaled $654.4 million at March 31, 2025, compared to $385.3 million as of December 31, 2024, and $383.7 million as of March 31, 2024. The increase in long-term debt in 2025 was driven by the acquisition of HTLF, which added total long-term debt with an acquired value of $278.0 million at January 31, 2025.

In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032. The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.

In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030. The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025. During the first quarter of 2025, the Company purchased and subsequently retired $11.1 million of its 2020 subordinated notes.

As part of the acquisition of HTLF, the Company acquired $150.0 million in aggregate subordinated notes due September 2031. The subordinated notes have a fixed interest rate of 2.75% until September 2026, at which time the interest rate will reset quarterly. The subordinated notes had an acquired fair value of $138.8 million as of January 31, 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 a carrying value of $216.8 million as of March 31, 2025. As of December 31, 2024, the debt obligations related to the four unconsolidated trusts acquired from Marquette had an aggregate contractual balance of $103.1 million and had a carrying value of $76.8 million. 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.

Short-term debt totaled $1.8 billion as of March 31, 2024 and consisted of a $1.0 billion short-term borrowing with the FHLB of Des Moines and an $800.0 million borrowing with the BTFP. Both borrowings were repaid during October 2024.

Federal funds purchased and securities sold under agreements to repurchase totaled $2.6 billion as of March 31, 2025, $2.6 billion as of December 31, 2024, and $2.2 billion at March 31, 2024. 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.

### Capital and Liquidity

The Company places a significant emphasis on the maintenance of a strong capital position, which 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. Higher levels of liquidity, however, bear corresponding costs, measured in terms of lower yields on short-term, more liquid earning assets and higher expenses for extended liability maturities. The Company manages capital for each subsidiary based upon the subsidiary’s respective risks and growth opportunities as well as regulatory requirements.

Total shareholders’ equity was $6.7 billion at March 31, 2025, a $3.3 billion increase compared to December 31, 2024, and a $3.6 billion increase compared to March 31, 2024, driven by the acquisition of HTLF. Total common shareholders' equity was $6.6 billion as of March 31, 2025. Total accumulated other comprehensive loss was $492.7 million at March 31, 2025. This is an improvement of $80.4 million as compared to December 31, 2024, and an improvement of $101.8 million as compared to March 31, 2024.

The Company’s Board of Directors authorized, at its April 29, 2025 and April 30, 2024 meetings, the repurchase of up to one million shares of the Company’s common stock during the twelve months following each meeting (each a Repurchase Authorization). On July 25, 2023, the Company's Board of Directors approved the repurchase of up to one million shares of the Company's common stock, which terminated on April 30, 2024. During the three-month periods ended March 31, 2025 and 2024, the Company did not repurchase shares of common stock pursuant to any of its announced Repurchase Authorizations, but did acquire shares pursuant to the Company's share-based incentive programs.

At the Company’s quarterly board meeting, the Board of Directors declared a $0.40 per share quarterly cash dividend payable on July 1, 2025, to shareholders of record at the close of business on June 10, 2025. Additionally, the Board of Directors declared a dividend of $175 per share of the Series A Preferred Stock, which results in a dividend of $0.4375 per depositary share. The Series A Preferred Stock dividend is payable on July 15, 2025 to stockholders of record of the Series A Preferred Stock as of the close of business on June 30, 2025.

Through the Company’s relationship with the FHLB of Des Moines, the Company owns $10.5 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances. The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB. As of March 31, 2025 the Company has 30 letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $409.2 million and have various maturity dates through July 31, 2025. The Company’s remaining borrowing capacity with the FHLB was $1.6 billion as of March 31, 2025. The Company had no outstanding FHLB advances at the FHLB of Des Moines as of March 31, 2025.

Risk-based capital guidelines established by regulatory agencies set minimum capital standards based on the level of risk associated with a financial institution’s assets. The Company has implemented the Basel III regulatory capital rules adopted by the FRB. Basel III capital rules include a minimum ratio of common equity tier 1 capital to risk-weighted assets of 4.5% and a minimum tier 1 risk-based capital ratio of 6%. A financial institution’s total capital is also required to equal at least 8% of risk-weighted assets.

The risk-based capital guidelines indicate the specific risk weightings by type of asset. Certain off-balance sheet items (such as standby letters of credit and binding loan commitments) are multiplied by credit conversion factors to translate them into balance sheet equivalents before assigning them specific risk weightings. The Company is also required to maintain a leverage ratio equal to or greater than 4%. The leverage ratio is calculated as the ratio of tier 1 core capital to total average assets, less goodwill and intangibles.

U.S. banking agencies in December 2018 approved a final rule to address the impact of CECL on regulatory capital by allowing banking organizations the option to phase in the day-one impact of CECL until the first quarter of 2023. In March 2020, the U.S. banking agencies issued an interim final rule that provides banking organizations with an alternative option to delay for two years an estimate of CECL’s effect on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period. The Company elected this alternative option instead of the one described in the December 2018 rule. As of March 31, 2025, the impact of CECL was fully phased into the Company's regulatory capital.

The Company's capital position as of March 31, 2025 is summarized in the table below and exceeded regulatory requirements.

#### Table 12

| RATIOS | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Common equity tier 1 capital ratio | 10.11% | 11.09% |
| Tier 1 risk-based capital ratio | 10.35 | 11.09 |
| Total risk-based capital ratio | 12.54 | 13.03 |
| Leverage ratio | 8.47 | 8.39 |
| Return on average assets | 0.54 | 1.06 |
| Return on average common equity | 5.86 | 14.11 |
| Average common equity to assets | 9.16 | 7.48 |

The Company's per share data is summarized in the table below.

| Per Share Data | Three Months Ended March 31, 2025 | 2024 |
| --- | ---: | ---: |
| Earnings per common share – basic | $1.22 | $2.27 |
| Earnings per common share – diluted | 1.21 | 2.25 |
| Cash dividends per common share | 0.40 | 0.39 |
| Dividend payout ratio | 32.8% | 17.2% |
| Book value per common share | $87.43 | $64.68 |

### Off-balance Sheet Arrangements

The Company’s main off-balance sheet arrangements are loan commitments, commercial and standby letters of credit, futures contracts and forward exchange contracts, which have maturity dates rather than payment due dates. See Note 10, “Commitments, Contingencies and Guarantees” in the Notes to Consolidated Financial Statements for detailed information on these arrangements. The level of the outstanding commitments could be impacted by volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints. These changing conditions could have impacts on the consolidated balance sheets of the Company for the remainder of the year.

### Critical Accounting Policies and Estimates

The preparation of these Consolidated Financial Statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments, including those related to customers and suppliers, allowance for credit losses, bad debts, investments, financing operations, long-lived assets, taxes, other contingencies, and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which have formed the basis for making such judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Under different assumptions or conditions, actual results may differ from the recorded estimates.

A summary of critical accounting policies is listed in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Form 10-K. Additionally, the Company has identified the fair value of loans acquired in, and the core deposit intangibles associated with, the acquisition of HTLF as critical accounting estimates. The determination of estimated fair values required management to make certain estimates about discount rates, future expected cash flows, market conditions at the time of the acquisition and other future events that are highly subjective in nature and may require adjustments. See Note 2, “Summary of Significant Accounting Policies” and Note 13, “Acquisition” for additional information.

## Market risk

As filed, 18,913 characters.

### Risk Management

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange prices, commodity prices, or equity prices. Financial instruments that are subject to market risk can be classified either as held for trading or held for purposes other than trading.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The following discussion of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

### Interest Rate Risk

In the banking industry, a major risk exposure is changing interest rates. To minimize the effect of interest rate changes to net interest income and exposure levels to economic losses, the Company manages its exposure to changes in interest rates through asset and liability management within guidelines established by its Asset Liability Committee (ALCO) and approved by the Board. The ALCO is responsible for approving and ensuring compliance with asset/liability management policies, including interest rate exposure. The Company’s primary method for measuring and analyzing consolidated interest rate risk is the Net Interest Income Simulation Analysis. The Company also uses a Net Portfolio Value model to measure market value risk under various rate change scenarios and a gap analysis to measure maturity and repricing relationships between interest-earning assets and interest-bearing liabilities at specific points in time. On a limited basis, the Company uses hedges such as swaps, rate floors, floor spreads, and futures contracts to manage interest rate risk on certain loans, trading securities, and trust preferred securities. See further information in Note 11 “Derivatives and Hedging Activities” in the Notes to the Consolidated Financial Statements.

Overall, the Company manages interest rate risk by positioning the balance sheet to maximize net interest income while maintaining an acceptable level of interest rate and credit risk, remaining mindful of the relationship among profitability, liquidity, interest rate risk, and credit risk.

### Net Interest Income Modeling

The Company’s primary interest rate risk tool, the Net Interest Income Simulation Analysis, measures interest rate risk and the effect of interest rate changes on net interest income and net interest margin. This analysis incorporates all of the Company’s assets and liabilities together with assumptions that reflect the current interest rate environment. Through these simulations, management estimates the impact on net interest income of a 200-basis-point upward or a 300-basis-point downward gradual change (e.g. ramp) and immediate change (e.g. shock) of market interest rates over a two year period. In ramp scenarios, rates change gradually for a one-year period and remain constant in year two. In shock scenarios, rates change immediately and the change is sustained for the remainder of the two-year scenario horizon. Assumptions are made to project rates for new loans and deposits based on historical analysis, management outlook and repricing strategies. Asset prepayments and other market risks are developed from industry estimates of prepayment speeds and other market changes. The results of these simulations can be significantly influenced by assumptions utilized and management evaluates the sensitivity of the simulation results on a regular basis.

Table 13 shows the net interest income increase or decrease over the next two years as of March 31, 2025 and 2024 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.

#### Table 13

**MARKET RISK** *(unaudited)*

| Change in basis points | Hypothetical change in interest rate – Rate Ramp Year One March 31, 2025 Percentage change | March 31, 2024 Percentage change | Year Two March 31, 2025 Percentage change | March 31, 2024 Percentage change |
| ---: | ---: | ---: | ---: | ---: |
| 200 | 0.1% | (1.5)% | 7.1% | 3.9% |
| 100 | (0.2) | (0.8) | 3.0 | 2.0 |
| Static | — | — | — | — |
| (100) | 0.6 | 1.4 | (2.6) | (0.5) |
| (200) | 1.4 | 3.1 | (5.1) | (0.6) |
| (300) | 2.2 | 4.8 | (7.7) | (1.0) |

| Change in basis points | Hypothetical change in interest rate – Rate Shock Year One March 31, 2025 Percentage change | March 31, 2024 Percentage change | Year Two March 31, 2025 Percentage change | March 31, 2024 Percentage change |
| ---: | ---: | ---: | ---: | ---: |
| 200 | 3.9% | 2.2% | 8.5% | 6.9% |
| 100 | 1.2 | 1.1 | 3.7 | 3.5 |
| Static | — | — | — | — |
| (100) | (0.7) | (0.4) | (3.6) | (2.1) |
| (200) | (1.1) | (0.3) | (7.3) | (4.0) |
| (300) | (1.8) | (0.2) | (11.2) | (6.2) |

The Company is positioned relatively neutral to changes in interest rates in the next year. Net interest income is predicted to increase in all upward rate scenarios except for 100bps ramp scenario. In down rate scenarios, net interest income is predicted to increase in rate ramp scenarios and decrease in rate shock scenarios in year one. In year two, net interest income is predicted to rise in all increasing rate scenarios and decrease in falling rate scenarios. The Company’s ability to price deposits consistent with its historical approach is a key assumption in these scenarios.

### Trading Account

The Company carries securities in a trading account that is maintained according to Board-approved policy and procedures. The policy limits the amount and type of securities that can be carried in the trading account, requires compliance with any limits under applicable law and regulations, and mandates the use of a value-at-risk methodology to manage price volatility risks within financial parameters. The risk associated with the carrying of trading securities is offset by utilizing financial instruments including exchange-traded financial futures as well as short sales of U.S. Treasury and Corporate securities. The trading securities and related hedging instruments are marked-to-market daily. The trading account had a balance of $35.5 million as of March 31, 2025, $28.5 million as of December 31, 2024, and $40.2 million as of March 31, 2024. Securities sold not yet purchased (i.e., short positions) totaled $11.9 million at March 31, 2025, $7.1 million as of December 31, 2024, and $11.7 million at March 31, 2024 and are classified within the Other liabilities line of the Company’s Consolidated Balance Sheets.

The Company is subject to market risk primarily through the effect of changes in interest rates of its assets held for purposes other than trading. The discussion in Table 13 above of interest rate risk, however, combines instruments held for trading and instruments held for purposes other than trading, because the instruments held for trading represent such a small portion of the Company’s portfolio that the interest rate risk associated with them is immaterial.

### Other Market Risk

The Company has minimal foreign currency risk as a result of foreign exchange contracts. See Note 10 “Commitments, Contingencies and Guarantees” in the notes to the Consolidated Financial Statements.

### Credit Risk Management

Credit risk represents the risk that a customer or counterparty may not perform in accordance with contractual terms. The Company utilizes a centralized credit administration function, which provides information on the Bank’s risk levels, delinquencies, an internal ranking system and overall credit exposure. Loan requests are centrally reviewed to ensure the consistent application of the loan policy and standards. In addition, the Company has an internal loan review staff that operates independently of the Bank. This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration. The respective regulatory authorities governing the Bank also review loan portfolios.

A primary indicator of credit quality and risk management is the level of nonperforming loans. Nonperforming loans include both nonaccrual loans and restructured loans on nonaccrual. The Company’s nonperforming loans increased $83.1 million to $100.9 million at March 31, 2025, compared to March 31, 2024, and increased $81.6 million, compared to December 31, 2024. The increase in both periods is attributable to additional non-performing loans related to the acquisition of HTLF. Acquired non-performing loans totaled $80.8 million as of March 31, 2025.

The Company had other real estate owned of $4.2 million as of March 31, 2025, $1.7 million as of December 31, 2024, and $2.5 million as of March 31, 2024. Loans past due more than 90 days and still accruing interest totaled $6.3 million as of March 31, 2025, compared to $3.0 million at March 31, 2024 and $7.6 million as of December 31, 2024.

A loan is generally placed on nonaccrual status when payments are past due 90 days or more and/or when management has considerable doubt about the borrower’s ability to repay on the terms originally contracted. The accrual of interest is discontinued and recorded thereafter only when received in cash.

Certain loans are restructured to provide a reduction or deferral of interest or principal due to deterioration in the financial condition of the respective borrowers. The Company had $189 thousand of restructured loans at March 31, 2025, $517 thousand at March 31, 2024, and $196 thousand at December 31, 2024.

#### Table 14

**LOAN QUALITY** *(unaudited, dollars in thousands)*

|  | March 31, 2025 | 2024 | December 31, 2024 |
| --- | ---: | ---: | ---: |
| Nonaccrual loans | $100,848 | $17,401 | $19,241 |
| Restructured loans on nonaccrual | 37 | 355 | 41 |
| Total nonperforming loans | 100,885 | 17,756 | 19,282 |
| Other real estate owned | 4,225 | 2,532 | 1,612 |
| Other repossessed assets | 26,789 | — | 26,779 |
| Total nonperforming assets | $131,899 | $20,288 | $47,673 |
| Loans past due 90 days or more | $6,346 | $3,076 | $7,602 |
| Restructured loans accruing | 152 | 162 | 155 |
| Allowance for credit losses on loans | 368,922 | 226,159 | 259,089 |
| Ratios: |  |  |  |
| Non-performing loans as a percent of loans | 0.28% | 0.08% | 0.08% |
| Non-performing assets as a percent of loans plus other real estate owned and other repossessed assets | 0.37 | 0.09 | 0.19 |
| Non-performing assets as a percent of total assets | 0.19 | 0.04 | 0.09 |
| Loans past due 90 days or more as a percent of loans | 0.02 | 0.01 | 0.03 |
| Allowance for credit losses on loans as a percent of loans | 1.03 | 0.96 | 1.01 |
| Allowance for credit losses on loans as a multiple of nonperforming loans | 3.66x | 12.74x | 13.44x |

### Liquidity Risk

Liquidity represents the Company’s ability to meet financial commitments through the maturity and sale of existing assets or availability of additional funds. The Company believes that the most important factor in the preservation of liquidity is maintaining public confidence that facilitates the retention and growth of a large, stable supply of core deposits and wholesale funds. Ultimately, the Company believes public confidence is generated through profitable operations, sound credit quality and a strong capital position. The primary source of liquidity for the Company is regularly scheduled payments on and maturity of assets, which include $10.9 billion of high-quality securities available for sale as of March 31, 2025. The liquidity of the Company and the Bank is also enhanced by its activity in the federal funds market and by its core deposits. Additionally, management believes it can raise debt or equity capital in the future, should the need arise.

Another factor affecting liquidity is the amount of deposits and customer repurchase agreements that have pledging requirements. All customer repurchase agreements require collateral in the form of a security. The U.S. Government, other public entities, and certain trust depositors require the Company to pledge securities if their deposit balances are greater than the FDIC-insured deposit limitations. These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed of due to the pledging restriction. There were $11.2 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 March 31, 2025 and December 31, 2024, respectively.

The Company also has other commercial commitments that may impact liquidity. These commitments include unused commitments to extend credit, standby letters of credit and financial guarantees, and commercial letters of credit. The total amount of these commercial commitments at March 31, 2025 was $22.6 billion. Since many of these commitments expire without being drawn upon, the total amount of these commercial commitments does not necessarily represent the future cash requirements of the Company.

The Company’s cash requirements consist primarily of dividends to shareholders, debt service, operating expenses, and treasury stock purchases. Management fees and dividends received from bank and non-bank subsidiaries traditionally have been sufficient to satisfy these requirements and are expected to be sufficient in the future. The Bank is subject to various rules regarding payment of dividends to the Company. For the most part, the Bank can pay dividends at least equal to its current year’s earnings without seeking prior regulatory approval. The Company also uses cash to inject capital into its bank and non-bank subsidiaries to maintain adequate capital as well as fund strategic initiatives.

In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032. The Company received $107.9 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 6.25% and an effective rate of 6.64%, due to issuance costs, with an interest rate reset date of September 2027.

In September 2020, the Company issued $200.0 million in aggregate subordinated notes due in September 2030. The Company received $197.7 million, after deducting underwriting discounts and commissions and offering expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank. The subordinated notes were issued with a fixed-to-fixed rate of 3.70% and an effective rate of 3.93%, due to issuance costs, with an interest rate reset date of September 2025. During the first quarter of 2025, the Company purchased and subsequently retired $11.1 million of its 2020 subordinated notes.

As part of the acquisition of HTLF, the Company acquired $150.0 million in aggregate subordinated notes due September 2031. The subordinated notes have a fixed interest rate of 2.75% until September 2026, at which time the interest rate will reset quarterly. The subordinated notes had an acquired fair value of $138.8 million as of January 31, 2025.

The Company is a member bank of the FHLB. The Company owns $10.5 million of FHLB stock and has access to additional liquidity and funding sources through FHLB advances. The Company’s borrowing capacity is dependent upon the amount of collateral the Company places at the FHLB. As of March 31, 2025 the Company has 30 letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $409.2 million and have various maturity dates through July 31, 2025. The Company’s remaining borrowing capacity with the FHLB was $1.6 billion as of March 31, 2025. The Company had no outstanding FHLB advances at the FHLB of Des Moines as of March 31, 2025.

In addition to borrowing capacity with the FHLB as described above, the Company had additional liquidity of $30.9 billion available via cash, unpledged bond collateral, the federal funds market, the Federal Reserve Discount Window, and the IntraFi Cash Service program as of March 31, 2025.

### Operational Risk

Operational risk generally refers to the risk of loss resulting from the Company’s operations, including those operations performed for the Company by third parties. This would include but is not limited to the risk of fraud by employees or persons outside the Company, the execution of unauthorized transactions by employees or others, errors relating to transaction processing, breaches of the internal control system and compliance requirements, and unplanned interruptions in service. This risk of loss also includes the potential legal or regulatory actions that could arise as a result of an operational deficiency, or as a result of noncompliance with applicable regulatory standards. The Company must comply with a number of legal and regulatory requirements.

The Company operates in many markets and relies on the ability of its employees and systems to properly process a high number of transactions. In the event of a breakdown in internal control systems, improper operation of systems or improper employee actions, the Company could suffer financial loss, face regulatory action and suffer damage to its reputation. In order to address this risk, management maintains a system of internal controls with the objective of providing proper transaction authorization and execution, safeguarding of assets from misuse or theft, and ensuring the reliability of financial and other data.

The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations. These systems have been designed to manage operational risk at appropriate levels given the Company’s financial strength, the environment in which it operates, and considering factors such as competition and regulation. The Company has also established procedures that are designed to ensure that policies relating to conduct, ethics, and business practices are followed on a uniform basis. In certain cases, the Company has experienced losses from operational risk. Such losses have included the effects of operational errors that the Company has discovered and included as expense in the statement of income. While there can be no assurance that the Company will not suffer such losses in the future, management continually monitors and works to improve its internal controls, systems, and corporate-wide processes and procedures.

## Controls and procedures

As filed, 2,163 characters.

The Sarbanes-Oxley Act of 2002, as amended, requires the Chief Executive Officer and the Chief Financial Officer to make certain certifications under this Form 10-Q with respect to the Company’s disclosure controls and procedures and internal control over financial reporting. The Company has a Code of Ethics that expresses the values that drive employee behavior and maintains the Company’s commitment to the highest standards of ethics.

### Disclosure Controls and Procedures

The Company’s management, with the participation of the Company's Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company's “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and Rule 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act)) as of the end of the period covered by this Form 10-Q. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Form 10-Q, the Company’s disclosure controls and procedures were effective for ensuring that the Company’s SEC filings are recorded, processed, summarized, and reported within the time period required and that information required to be disclosed by the Company is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

### Internal Control Over Financial Reporting

**As a result of the acquisition of HTLF, we have begun to integrate certain business processes and systems of HTLF. Accordingly, certain changes have been made and will continue to be made to our internal control over financial reporting until such time as this integration is complete. There has been no other changes in the Company’s internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three-month period ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.**

## Risk factors

As filed, 196 characters.

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, 2024.

Filed May 2, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-062287. Last ingested by Listed: Oct 30, 2026, 16:33 ET. No prices; not investment advice.