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What changed in UMB FINANCIAL CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of UMB FINANCIAL CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+414 added−393 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in UMB FINANCIAL CORP's 2025 10-K

414 paragraphs added · 393 removed · 321 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

54 edited+11 added−14 removed112 unchanged
Biggest changeKing held these positions from September 2018 until May 2019, October 2015 until September 2018, August 2014 until October 2015, and September 2013 until August 2014, respectively. Elizabeth Lewis 51 Ms. Lewis has served as President, Consumer Banking since April of 2024. She has also served as Chief Marketing Officer since May of 2023. Prior to this time, Ms.
Biggest changeLewis has served as President, Consumer Banking since April of 2024. She has also served as Chief Marketing Officer since May of 2023. Prior to this time, Ms. Lewis served as Senior Vice President with CommunityAmerica Credit Union, leading the retail and commercial banking line of business functions, and Senior Vice President, Commercial Banking Administration with Commerce Bank.
Competition comes from both traditional and non-traditional financial-services providers, including banks, savings associations, finance companies, investment advisors, asset managers, 4 mutual funds, private-equity firms, hedge funds, brokerage firms, mortgage-banking companies, credit-card companies, insurance companies, trust companies, securities processing companies, and credit unions.
Competition comes from both traditional and non-traditional financial-services providers, including banks, savings associations, finance companies, investment advisors, asset managers, mutual funds, private-equity firms, hedge funds, brokerage firms, mortgage-banking companies, credit-card 4 companies, insurance companies, trust companies, securities processing companies, and credit unions.
These regulatory schemes, like those overseen by the FRB, are designed to protect public or private interests that often are not aligned with those of the Company’s shareholders or non-deposit creditors. 6 The FRB possesses extensive authority to regulate and supervise the conduct of the Company’s businesses and operations.
These regulatory schemes, like those overseen by the FRB, are 6 designed to protect public or private interests that often are not aligned with those of the Company’s shareholders or non-deposit creditors. The FRB possesses extensive authority to regulate and supervise the conduct of the Company’s businesses and operations.
Lending limits, restrictions on tying 13 arrangements, limits on permissible interest-rate charges, and other laws governing the conduct of banking or fiduciary activities are also applicable to the Bank. Executive Officers of the Registrant.
Lending limits, restrictions on tying arrangements, limits on permissible interest-rate charges, and other laws governing the conduct of banking or fiduciary activities are also applicable to the Bank. 13 Executive Officers of the Registrant.
The Bank is also subject to federal regulations that, among other things, require a banking organization to notify its primary federal banking agencies as soon as possible and within 36 hours after identifying a “computer-security incident” that has materially disrupted or degraded, or the banking organization believes in good faith is 12 reasonably likely to materially disrupt or degrade, its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the financial stability of the United States financial sector.
The Bank is also subject to federal regulations that, among other things, require a banking organization to notify its primary federal banking agencies as soon as possible and within 36 hours after identifying a “computer-security incident” that has materially disrupted or degraded, or the banking organization believes in good faith is reasonably likely to materially disrupt or degrade, its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the financial stability of the United States financial sector.
For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the “CCPA”), among other things, broadly defines personal information and gives California residents the right to request access to or correct personal information collected about them, and whether that personal information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of certain sharing and sales of their personal information, and the right not to be discriminated against for exercising these rights.
For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (collectively, the 12 “CCPA”), among other things, broadly defines personal information and gives California residents the right to request access to or correct personal information collected about them, and whether that personal information has been sold or shared with others, the right to request deletion of personal information (subject to certain exceptions), the right to opt out of certain sharing and sales of their personal information, and the right not to be discriminated against for exercising these rights.
The Company’s business resource groups (BRGs) also play a vital role in deepening the recruitment pipeline of diverse talent and refer candidates to the Company on a regular basis. BRGs are structured to engage associates who share common interests, including associates from traditionally underrepresented groups. Nearly 20% of the Company’s associates participate in one or more BRGs. Community Involvement .
The Company’s business resource groups (BRGs) also play a vital role in deepening the recruitment pipeline of talent and refer candidates to the Company on a regular basis. BRGs are structured to engage associates who share common interests, including associates from traditionally underrepresented groups. Nearly 20% of the Company’s associates participate in one or more BRGs. Community Involvement .
The Bank has its principal office in Missouri and provides financial services primarily throughout the Midwestern and Southwestern regions of the United States. The Bank offers a full complement of banking products and other services to commercial, retail, government, and correspondent-bank customers, including a wide range of asset-management, trust, bankcard, and cash-management services.
The Bank has its principal office in Missouri and provides financial services primarily throughout the Midwestern, Southwestern, and Western regions of the United States. The Bank offers a full complement of banking products and other services to commercial, retail, government, and correspondent-bank customers, including a wide range of asset-management, trust, bankcard, and cash-management services.
In June 2024, the FDIC released a final rule amending its requirements for insured depository institutions with more than $50 billion in assets to develop and submit plans demonstrating how they could be resolved in an orderly 10 and timely manner in the event of receivership.
In June 2024, the FDIC released a final rule amending its requirements for insured depository institutions with more than $50 billion in assets to develop and submit plans demonstrating how they could be resolved in an orderly and timely manner in the event of receivership.
The FDIA also provides that an insured depository institution can be held liable for any loss incurred or expected to be incurred by the FDIC in connection with another commonly controlled insured depository institution that is in default or in danger of default.
The FDIA also provides that an insured depository institution can be held liable for any loss incurred or expected to be incurred by the FDIC in connection with another commonly controlled insured depository institution 10 that is in default or in danger of default.
For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned country, including prohibitions against direct or indirect imports from and exports to a sanctioned country and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (2) blocking assets in which certain sanctioned foreign governments, entities or individuals have an interest, by prohibiting transfers of property subject to U.S. jurisdiction, including property in the possession or control of U.S. persons.
For example, sanctions may include: (1) restrictions on trade with or investment in a sanctioned jurisdiction, including prohibitions against direct or indirect imports from and exports to a sanctioned jurisdiction and prohibitions on U.S. persons engaging in financial transactions relating to, making investments in, or providing investment-related advice or assistance to, a sanctioned jurisdiction; and (2) blocking assets in which certain sanctioned foreign governments, entities or individuals have an interest, by prohibiting transfers of property subject to U.S. jurisdiction, including property in 11 the possession or control of U.S. persons.
Shankar spent time at FBR Capital Markets as a senior research analyst and at M&T Bank Corporation in the financial planning measurement and corporate finance/mergers & acquisitions group. Thomas S. Terry 61 Mr. Terry has served as Executive Vice President and Chief Credit Officer since October 2019. From January 2011 until October 2019, Mr.
Shankar spent time at FBR Capital Markets as a senior research analyst and at M&T Bank Corporation in the financial planning measurement and corporate finance/mergers & acquisitions group. Thomas S. Terry 62 Mr. Terry has served as Executive Vice President and Chief Credit Officer since October 2019. From January 2011 until October 2019, Mr.
The Company encourages associates to give back to their local communities through various programs and initiatives, including paid volunteer time off and matching charitable gift programs. For more information on the Company’s diversity and inclusion and community involvement initiatives, please see its Corporate Citizenship Report available at www.umb.com/corporatecitizenship .
The Company encourages associates to give back to their local communities through various programs and initiatives, including paid volunteer time off and matching charitable gift programs. For more information on the Company’s equity and inclusion and community involvement initiatives, please see its Corporate Citizenship Report available at www.umb.com/corporatecitizenship .
The following are the executive officers of the Company, each of whom is appointed annually, and there are no arrangements or understandings between any of the executive officers and any other person pursuant to which such person was elected as an executive officer. Name Age Position with Registrant R. Brian Beaird 51 Mr.
The following are the executive officers of the Company, each of whom is appointed annually, and there are no arrangements or understandings between any of the executive officers and any other person pursuant to which such person was elected as an executive officer. Name Age Position with Registrant R. Brian Beaird 52 Mr.
For example, “brokered deposits,” as defined by FDIC regulations, may only be accepted by well capitalized depository institutions without prior regulatory approval or, with a waiver from the FDIC, by adequately capitalized depository institutions. At December 31, 2024, the Bank was categorized as well capitalized under the PCA framework.
For example, “brokered deposits,” as defined by FDIC regulations, may only be accepted by well capitalized depository institutions without prior regulatory approval or, with a waiver from the FDIC, by adequately capitalized depository institutions. At December 31, 2025, the Bank was categorized as well capitalized under the PCA framework.
Johnson held these positions from April 2015 to October 2019, May 2011 to April 2015, and December 2009 to May 2011, respectively. J. Mariner Kemper 52 Mr. Kemper has served as the Chairman and Chief Executive Officer of the Company since May 2004. From November 2015 until January 2024, he served as President of the Company.
Johnson held these positions from April 2015 to October 2019, May 2011 to April 2015, and December 2009 to May 2011, respectively. J. Mariner Kemper 53 Mr. Kemper has served as the Chairman and Chief Executive Officer of the Company since May 2004. From November 2015 until January 2024, he served as President of the Company.
Terry served as Executive Vice President and Chief Lending Officer of the Company, and prior to this time, Mr. Terry served as Executive Vice President. Mr. Terry first joined the Company in 1986, and subsequently joined the Commercial Lending department in 1987 where he worked as a loan officer until 2011. Uma Wilson 46 Ms.
Terry served as Executive Vice President and Chief Lending Officer of the Company, and prior to this time, Mr. Terry served as Executive Vice President. Mr. Terry first joined the Company in 1986, and subsequently joined the Commercial Lending department in 1987 where he worked as a loan officer until 2011. Uma Wilson 47 Ms.
Beaird held these positions from July 2018 until October 2019, August 2017 until July 2018, September 2015 until August 2017, and December 2011 until September 2015, respectively. Amy Harris 39 Ms. Harris has served as Executive Vice President and Chief Legal Officer since January 2021. Ms.
Beaird held these positions from July 2018 until October 2019, August 2017 until July 2018, September 2015 until August 2017, and December 2011 until September 2015, respectively. Amy Harris 40 Ms. Harris has served as Executive Vice President and Chief Legal Officer since January 2021. Ms.
OFAC also maintains a list of designated persons, groups or entities that are the target of sanctions, including the “Specially Designated Nationals and Blocked Persons List.” The assets of designated persons, groups or entities are blocked and U.S. persons are generally prohibited from dealing with any such persons.
OFAC also maintains lists of designated persons, groups or entities that are the target of sanctions, including the “Specially Designated Nationals and Blocked Persons List.” The assets of designated persons, groups or entities are blocked and U.S. persons are generally prohibited from dealing with any such persons.
In addition, the FRB has proposed, but not yet finalized, amendments to Regulation II that would lower the cap on debit interchange fees and institute a process for automatically recalculating the debit interchange fee cap every two years based upon a biennial survey of large debit card issuers.
For example, the FRB has proposed, but not yet finalized, amendments to Regulation II that would lower the cap on debit interchange fees and institute a process for automatically recalculating the debit interchange fee cap every two years based upon a biennial survey of large debit card issuers.
The Company strives to engage and encourage associates to act and take personal responsibility for improving their health and well-being, as well as the health and well-being of their families. To assist associates with their goals, the Company offers wellness resources and incentives to support wellness strategies. Diversity and Inclusion .
The Company strives to engage and encourage associates to act and take personal responsibility for improving their health and well-being, as well as the health and well-being of their families. To assist associates with their goals, the Company offers wellness resources and incentives to support wellness strategies. Talent and Experience .
In addition to the federal banking agencies, FinCEN is authorized to impose significant civil monetary penalties for violations of the BSA and its implementing regulations and has recently engaged in coordinated enforcement actions with state and federal law enforcement agencies and banking regulators. 11 OFAC Regulation The U.S.
In addition to the federal banking agencies, the Financial Crimes Enforcement Network is authorized to impose significant civil monetary penalties for violations of the BSA and its implementing regulations and has recently engaged in coordinated enforcement actions with state and federal law enforcement agencies and banking regulators. OFAC Regulation The U.S.
The Company believes that an equitable and inclusive environment with diverse teams produces more creative solutions, results in better products and services, and is crucial to its efforts to attract and retain key talent. The Company’s talent acquisition team focuses on building recruitment marketing strategies that are designed to identify and attract diverse candidates.
The Company believes that an equitable and inclusive environment produces more creative solutions, results in better products and services, and is crucial to its efforts to attract and retain key talent. The Company’s talent acquisition team focuses on building recruitment marketing strategies that are designed to identify and attract candidates with a variety of backgrounds.
The Company believes its associates, customers, and communities mutually benefit by its focus on providing opportunities for its associates to make an impact at work and in their respective communities. On a full-time equivalent basis at December 31, 2024, the Company and its subsidiaries employed 3,698 associates across the country. Compensation and Benefits Program .
The Company believes its associates, customers, and communities mutually benefit by its focus on providing opportunities for its associates to make an impact at work and in their respective communities. On a full-time equivalent basis on December 31, 2025, the Company and its subsidiaries employed 5,222 associates across the country. Compensation and Benefits Program .
The capital ratios for the Company and the Bank as of December 31, 2024, are set forth below: Minimum Regulatory Capital Ratio Minimum Ratio Plus Capital Conservation Buffer Well-Capitalized Minimums Actual Common Equity Tier 1 Capital Ratio UMB Financial Corporation 4.50 % 7.00 % N/A % 11.29 % UMB Bank, n.a. 4.50 7.00 6.50 11.47 Tier 1 Risk-Based Capital Ratio UMB Financial Corporation 6.00 8.50 6.00 11.29 UMB Bank, n.a. 6.00 8.50 8.00 11.47 Total Risk-Based Capital Ratio UMB Financial Corporation 8.00 10.50 10.00 13.21 UMB Bank, n.a. 8.00 10.50 10.00 12.24 Tier 1 Leverage Ratio UMB Financial Corporation 4.00 N/A N/A 8.50 UMB Bank, n.a. 4.00 N/A 5.00 8.52 These capital-to-assets ratios also play a central role in prompt corrective action (PCA), which is an enforcement framework used by the federal banking agencies to constrain the activities of banking organizations based on their levels of regulatory capital.
The capital ratios for the Company and the Bank as of December 31, 2025, are set forth below: Minimum Regulatory Capital Ratio Minimum Ratio Plus Capital Conservation Buffer Well-Capitalized Minimums Actual Common Equity Tier 1 Capital Ratio UMB Financial Corporation 4.50 % 7.00 % N/A % 10.96 % UMB Bank, n.a. 4.50 7.00 6.50 11.34 Tier 1 Risk-Based Capital Ratio UMB Financial Corporation 6.00 8.50 6.00 11.55 UMB Bank, n.a. 6.00 8.50 8.00 11.34 Total Risk-Based Capital Ratio UMB Financial Corporation 8.00 10.50 10.00 13.36 UMB Bank, n.a. 8.00 10.50 10.00 12.20 Tier 1 Leverage Ratio UMB Financial Corporation 4.00 N/A N/A 8.54 UMB Bank, n.a. 4.00 N/A 5.00 8.29 These capital-to-assets ratios also play a central role in prompt corrective action (PCA), which is an enforcement framework used by the federal banking agencies to constrain the activities of banking organizations based on their levels of regulatory capital.
Johnson 45 Ms. Johnson has served as Executive Vice President and Chief Administrative Officer since October 2019. Ms. Johnson’s previous positions with the Company include Executive Vice President, Chief Human Resources Officer; Senior Vice President, Executive Director of Talent Management and Development; and Senior Vice President, Director of Talent Management. Ms.
Johnson 46 Ms. Johnson has served as Executive Vice President and Chief Administrative Officer since October 2019 and as Chief Risk Officer since February 2026. Ms. Johnson’s previous positions with the Company include Executive Vice President, Chief Human Resources Officer; Senior Vice President, Executive Director of Talent Management and Development; and Senior Vice President, Director of Talent Management. Ms.
Mason has served as President of Institutional Banking for the Bank since April 2023. He served as Director of Healthcare Services and Chief Operating Officer Institutional Banking for the Bank from November 2019 until March 2023 and as Chief Operating Officer Institutional Banking for the Bank from June 2015 to October 2019. Prior to this time, Mr.
He served as Director of Healthcare Services and Chief Operating Officer Institutional Banking for the Bank from November 2019 until March 2023 and as Chief Operating Officer Institutional Banking for the Bank from June 2015 to October 2019. Prior to this time, Mr.
Newton served in various capacities with Waddell & Reed Financial, Inc. or its subsidiary, Ivy Distributors, Inc, including most recently, serving as President of Ivy Distributors, Inc. and Ivy Global from August 2017 to May 2018, and Head of Global Distribution and President of Ivy Global from January 2014 to August 2017. David C. Odgers 55 Mr.
From January 1998 until May 2018, Mr. Newton served in various capacities with Waddell & Reed Financial, Inc. or its subsidiary, Ivy Distributors, Inc, including most recently, serving as President of Ivy Distributors, Inc. and Ivy Global from August 2017 to May 2018, and Head of Global Distribution and President of Ivy Global from January 2014 to August 2017.
He served as the Chairman and Chief Executive Officer of the Bank between December 2012 and January 2014, and as the Chairman of UMB Bank Colorado, n.a. (a prior subsidiary of the Company) between 2000 and 2012. He was President of UMB Bank Colorado from 1997 to 2000. Stacy King 49 Ms.
He served as the Chairman and Chief Executive Officer of the Bank between December 2012 and January 2014, and as the Chairman of UMB Bank Colorado, n.a. (a prior subsidiary of the Company) between 2000 and 2012. He was President of UMB Bank Colorado from 1997 to 2000. Elizabeth Lewis 52 Ms.
Treasury Department’s Office of Foreign Assets Control (OFAC) is responsible for administering U.S. economic sanctions, which can prohibit certain transactions with designated foreign countries, nationals and others. OFAC-administered sanctions take on many different forms.
Treasury Department’s Office of Foreign Assets Control (OFAC) is responsible for administering U.S. economic sanctions, which can prohibit certain transactions with designated foreign jurisdictions, governments, entities and individuals. OFAC-administered sanctions take on many different forms.
The Company remains exempt from the FRB’s enhanced prudential standards but the Bank will become subject to the OCC’s guidelines that set expectations for the governance and risk management practices of large depository subject to its supervision with more than $50 billion in assets.
The Company remains exempt from the FRB’s enhanced prudential standards but the Bank is subject to the OCC’s heightened standards, which set expectations for the governance and risk management practices of large depository institutions subject to its supervision with more than $50 billion in assets.
In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the DIF at an annual rate of approximately 13.4 basis points over eight quarterly collection periods, which began in 2024, and currently projects that the special assessment will be collected for an additional two quarters beyond the initial eight-quarter collection period, at a lower rate.
In response to the bank failures in early 2023, the FDIC implemented a special assessment to recover the losses to the DIF at an annual rate of approximately 13.4 basis points over eight quarterly collection periods, which began in 2024, and currently projects that the eighth quarter of the special assessment will be collected at a reduced rate.
Banking customers are generally influenced by convenience, interest rates and pricing, personal experience, quality and availability of products and other services, lending limits, transaction execution, and reputation. Investment advisory services compete primarily on returns, expenses, third-party ratings, and the reputation and performance of managers. Asset servicing competes primarily on price, quality of services, and reputation.
Competition is based on a number of factors. Banking customers are generally influenced by convenience, interest rates and pricing, personal experience, quality and availability of products and other services, lending limits, transaction execution, and reputation. Investment advisory services compete primarily on returns, expenses, third-party ratings, and the reputation and performance of managers.
Mason served as Director of Relationship Management and Support Institutional Asset Management for the Bank beginning in 14 April 2013. Mr. Mason first joined the Company in June of 2005, working in the corporate finance department in a variety of roles. Nikki Newton 53 Mr.
Mason served as Director of Relationship Management and Support Institutional Asset Management for the Bank beginning in April 2013. Mr. Mason first joined the Company in June of 2005, working in the corporate finance department in a variety of roles. Nikki Newton 54 Mr. Newton has served as the President of Private Wealth Management of the Bank since May 2019.
In deciding whether to approve any acquisition or branch, the FRB, the OCC, and other government authorities will consider public or private interests that may not be aligned with those of the Company’s shareholders or non-deposit creditors.
In deciding whether to approve any acquisition or branch, the FRB, the OCC, and other government authorities will consider public or private interests that may not be aligned with those of the Company’s shareholders or non-deposit creditors. The standards by which bank and financial institution acquisitions are evaluated may be subject to change.
He has additionally served as President and Chief Executive Officer of the Bank since October 2018. He served as President of Commercial Banking from December 2017 until October 2018 and as President of Commercial Banking/Western Region from October 2016 to December 2017. Prior to this time, Mr. Rine served as the President of the Kansas City Region since October 2011.
He served as President of Commercial Banking from December 2017 until October 2018 and as President of Commercial Banking/Western Region from October 2016 to December 2017. Prior to this time, Mr. Rine served as the President of the Kansas City Region since October 2011. Overall, Mr. Rine has over 20 years of commercial banking experience with the Bank.
Wilson was named Executive Vice President, Chief Information and Product Officer in September 2021. Previously she served as Executive Vice President, Director of Bank Product, Treasury Management/Card Sales and Implementation and Executive Vice President, Director of Bank Product Group. Ms. Wilson held these positions from January 2020 to September 2021 and May 2015 to January 2020, respectively.
Previously she served as Executive Vice President, Chief Information and Product Officer from September 2021 to May 2024, Executive Vice President, Director of Bank Product, Treasury Management/Card Sales and Implementation from January 2020 to September 2021 and Executive Vice President, Director of Bank Product Group from May 2015 to January 2020.
As a result, the Company—including all of its businesses and operations—is subject to the regulation, supervision, and examination of the FRB and to restrictions on permissible activities.
Overview The Company is a bank holding company that has elected to also become a financial holding company. As a result, the Company—including all of its businesses and operations—is subject to the regulation, supervision, and examination of the FRB and to restrictions on permissible activities.
Policies announced or implemented by other central banks around the world have a meaningful effect as well and sometimes may be coordinated with those of the FRB.
Policies announced or implemented by other central banks around the world have a meaningful effect on our operations as well, whether coordinated with those of the FRB or otherwise.
From September 2011 until his employment with the Company commenced, he worked at First Niagara Financial Group, most recently serving as managing director where he headed financial planning and analysis and investor relations. Prior to that, Mr.
Ram Shankar 53 Mr. Shankar was named as Executive Vice President and Chief Financial Officer of the Company effective August 2016. From September 2011 until his employment with the Company commenced, he worked at First Niagara Financial Group, most recently serving as managing director where he headed financial planning and analysis and investor relations. Prior to that, Mr.
These guidelines in general require appropriate systems and practices to identify and manage specified risks and exposures. The guidelines prohibit excessive compensation as an unsafe and unsound practice and characterize compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer or employee, director or principal shareholder.
The guidelines prohibit excessive compensation as an unsafe and unsound practice and characterize compensation as excessive when the amounts paid are unreasonable or disproportionate to the services performed by an executive officer or employee, director or principal shareholder.
The Company expects that competition will likely intensify in the future. Human Capital The Company is dedicated to creating the Unparalleled Customer Experience, and its associates are critical to achieving this mission.
Human Capital The Company is dedicated to creating the Unparalleled Customer Experience, and its associates are critical to achieving this mission.
Increasingly, financial-technology (fintech) companies are partnering with financial-services providers to compete with the Company for lending, payments, and other business. Many of the Company’s competitors are not subject to the same kind or degree of supervision and regulation as the Company. Competition is based on a number of factors.
Increasingly, financial-technology (fintech) companies, including those related to digital currencies or cryptocurrencies (including stablecoins), and technology companies, are partnering with financial-services providers to compete with the Company for lending, payments, and other business. Many of the Company’s competitors are not subject to the same kind or degree of supervision and regulation as the Company.
In addition, the Company is subject to direct supervision by various government authorities charged with overseeing the kinds of financial activities conducted by its business segments. This section summarizes certain provisions of the principal laws and regulations that apply to the Company.
In addition, the Company is subject to direct supervision by various government authorities charged with overseeing the kinds of financial activities conducted by its business segments.
In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act (BMA) applications for OCC-supervised institutions, including the Bank. The final rule removes the ability for BMA applicants to file a streamlined application form for certain types of acquisitions and 7 removes the expedited review process for BMA applications.
In September 2024, the OCC adopted a final rule and policy statement regarding its review of Bank Merger Act (BMA) applications for OCC-supervised institutions, including the Bank.
The Company and its competitors are all impacted to varying degrees by the overall economy and health of the financial markets. The Company’s ability to successfully compete in its chosen markets and regions also depends on its ability to attract, retain, and motivate talented employees, to invest in technology and infrastructure, and to innovate, all while effectively managing its expenses.
The Company’s ability to successfully compete in its chosen markets and regions also depends on its ability to attract, retain, and motivate talented employees, to invest in technology and infrastructure, and to innovate, all while effectively managing its expenses. The Company expects that competition will likely intensify in the future.
The United States Congress also is considering, and may pass, additional data privacy and cybersecurity legislation, to which the Company may become subject if passed.
The United States Congress has considered, and will likely in the future consider, additional data privacy and cybersecurity legislation, to which the Company may become subject if passed.
The forward sale agreements entered into on April 28, 2024 and April 30, 2024 (collectively, the forward sale agreements) are classified as an equity instrument under ASC 815-40, Contracts in Entity’s Own Equity . The Company expects to receive net proceeds of approximately $231.8 million from the sale of shares of common stock and settlement of the forward sale agreements.
The forward sale agreements entered into on April 28, 2024 and April 30, 2024 (collectively, the forward sale agreements) are classified as an equity instrument under ASC 815-40, Contracts in Entity’s Own Equity . The Company settled the forward sale agreement during the first quarter of 2025 for net proceeds of $235.1 million.
The descriptions, however, are not complete and are qualified in their entirety by the full text and judicial or administrative interpretations of those laws and regulations and other laws and regulations that affect the Company. Overview The Company is a bank holding company that has elected to also become a financial holding company.
This section summarizes certain provisions of the principal laws and regulations that apply to the Company. The descriptions, however, are not complete and are qualified in their entirety by the full text and judicial or administrative interpretations of those laws and regulations and other laws and regulations that affect the Company.
Odgers has served as Senior Vice President, Chief Accounting Officer of the Company since January 2020, and as the Company’s Controller since January 2014. Mr. Odgers was previously the Company’s Assistant Controller from January 2005 to January 2014. John C. Pauls 61 Mr.
David C. Odgers 56 Mr. Odgers has served as Executive Vice President since April of 2025, Chief Accounting Officer of the Company since January 2020, and as the Company’s Controller since January 2014. He additionally served as Senior Vice President from January 2020 until April of 2025. Mr.
The Bank continues to evaluate the impact of this rule for when it becomes subject to its requirements. Safety and Soundness Guidelines The federal banking agencies have adopted guidelines prescribing safety and soundness standards relating to internal controls, risk management, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits.
Safety and Soundness Guidelines The federal banking agencies have adopted guidelines prescribing safety and soundness standards relating to internal controls, risk management, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth and compensation, fees and benefits. These guidelines in general require appropriate systems and practices to identify and manage specified risks and exposures.
The Volcker Rule also provides for increased capital charges, quantitative limits, rigorous compliance programs, and other restrictions on permitted proprietary trading and fund activities, including a prohibition on transactions with a covered fund that would constitute a covered transaction under Sections 23A and 23B of the Federal Reserve Act. 8 Stress Testing and Enhanced Prudential Standards Under the Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA), bank holding companies with assets of less than $100 billion, including the Company, are no longer subject to the requirement to conduct forward-looking, company-run stress testing, including publishing a summary of results.
Stress Testing and Enhanced Prudential Standards Under the Economic Growth, Regulatory Relief, and Consumer Protection Act (EGRRCPA), bank holding companies with assets of less than $100 billion, including the Company, are no longer subject to the requirement to 8 conduct forward-looking, company-run stress testing, including publishing a summary of results.
Lewis served as Senior Vice President with CommunityAmerica Credit Union, leading the retail and commercial banking line of business functions, and Senior Vice President, Commercial Banking Administration with Commerce Bank. She held these positions from January 2017 through May 2023, and from March 2008 through January 2017, respectively. Phillip Mason 42 Mr.
She held these positions from January 2017 through May 2023, and from March 2008 through January 2017, respectively. Phillip Mason 43 Mr. Mason has served as President of Institutional Banking for the Bank since April 2023.
He was with the Company for over 30 years, and served as a top legal advisor for the Company and the Bank for over 25 years. James D. Rine 54 Mr. Rine has served as President of the Company since January 2024, and Vice Chairman of the Company since November 2020.
Odgers was previously the Company’s Assistant Controller from January 2005 to January 2014. 14 James D. Rine 55 Mr. Rine has served as President of the Company since January 2024, and Vice Chairman of the Company since November 2020. He has additionally served as President and Chief Executive Officer of the Bank since October 2018.
Removed
The standards by which bank and financial institution acquisitions are evaluated have been undergoing review and change by the OCC, FDIC and the Department of Justice (the DOJ), but not by the FRB. These reviews and changes were incorporated into non-binding guidance. Whether and how the guidance might be further changed or interpreted is uncertain.
Added
Asset servicing competes primarily on price, quality of services, and reputation. The Company and its competitors are all impacted to varying degrees by the overall economy and health of the financial markets.
Removed
The policy statement provides 19 indicators of whether a BMA application is more or less likely to be approved by the OCC. The policy statement also provides heightened expectations around the existing statutory factors the OCC is required to consider in evaluating BMA applications.
Added
The current presidential administration has implemented significantly different policies from the previous presidential administration, including new proposed regulations and rescissions or withdrawals of previous guidance, and sharply reduced the workforce at the federal banking agencies. The cumulative impact of these changes, and whether they will last over time, is unclear.
Removed
The FDIC may impose additional special assessments from time to time based on the actual losses incurred by the FDIC as a result of the March 2023 bank failures or future failures.
Added
In May 2025, the OCC adopted a final 7 rule that restored the ability for BMA applicants to file a streamlined application form for certain types of acquisitions and the expedited review process for BMA applications, which had been removed by the 2024 final rule, and rescinded the 2024 policy statement.
Removed
In an effort to increase transparency in the U.S. financial system and prevent shell entities from being used to launder money or hide assets, AMLA includes the Corporate Transparency Act (the CTA), which requires the U.S. Treasury Department’s Financial Crimes Enforcement Network (FinCEN) to, among other things, establish a national beneficial ownership information registry.
Added
The Volcker Rule also provides for increased capital charges, quantitative limits, rigorous compliance programs, and other restrictions on permitted proprietary trading and fund activities, including a prohibition on transactions with a covered fund that would constitute a covered transaction under Sections 23A and 23B of the Federal Reserve Act.
Removed
In September 2022, FinCEN issued the final Beneficial Ownership Information Reporting Requirements rule (the BOI Reporting Rule) which, effective January 1, 2024, requires certain “reporting companies” to file beneficial ownership information reports with FinCEN that will be stored in the national beneficial ownership registry and will detail the reporting company’s beneficial owners.
Added
On December 23, 2025, the OCC issued a notice of proposed rulemaking that would increase the threshold at which the heightened standards apply from $50 billion to $700 billion in total assets. If the rule is adopted as proposed, the Bank would no longer be subject to the OCC's heightened standards.
Removed
In December 2023, FinCEN issued the final Beneficial Ownership Information Access and Safeguards rule—the second of three rulemakings that would implement the CTA—which governs access to the national beneficial ownership registry.
Added
Under the FDIC's interim final rule on December 16, 2025, upon termination of the FDIC's receivership of Silicon Valley Bank and Signature Bank, the FDIC will either provide an offset to insured depository institutions, if the special assessment amount then-collected exceeds losses, or collect from insured depository institutions a one-time final shortfall special assessment, if losses exceed the special assessment amount then-collected.
Removed
FinCEN has not yet issued the third CTA-implementing regulation, which will amend the beneficial ownership requirements applicable to banks and other covered financial institutions under FinCEN’s existing Customer Due Diligence (CDD) rule.
Added
In addition, the FDIC will provide an offset to regular quarterly deposit insurance assessments for banks subject to the special assessment if, following the final resolution of litigation between the FDIC and SVB Financial Trust, the total amount collected through the special assessment exceeds the loss estimate at that time.
Removed
The constitutionality of the CTA is subject to ongoing litigation and it is not clear what impact the new rules will have on the Bank; however the Company’s compliance costs will likely increase as the Company develops enhanced CDD procedures and recalibrates customer information collection and reporting systems to effectively respond to the CTA’s new requirements.
Added
Under the rule, banks with at least $50 billion but less than $100 billion in total assets, including the Bank, are required to submit to the FDIC more limited informational filings triennially and interim supplemental information regarding their resolution planning in off-cycle years.
Removed
For example, in December 2024, the CFPB issued a final rule that would become effective on October 1, 2025, which, if it goes into effect as currently issued, would include imposing certain requirements on overdraft fees, similar to those that apply to credit cards, unless the financial institution limits the overdraft fee to an amount that covers the institution’s costs and losses to provide the service or $5.
Added
On December 31, 2025, the FDIC provided an update that it intends to propose changes to the final rule in 2026. As a result, the Bank is not required to submit its first informational filing until after the final rule is issued.
Removed
King has served as Executive Vice President, Chief Risk Officer of the Company since March 2020. From May 2019 until March 2020, she served as Senior Director, Operations Management – Benefit Accounts for Willis Towers Watson.
Added
Although the CIRCIA originally required the CISA to finalize its regulations by October 4, 2025, the CISA has extended such deadline to May 2026.
Removed
Prior to that time, she served as Senior Vice President, Director Healthcare Operations & Compliance; Senior Vice President/Vice President, Director Healthcare Services Risk & Compliance for the Bank; Vice President, Compliance Manager – Bank Operations & Healthcare Services; and Compliance Analyst-Corporate Risk for the Company. Ms.
Added
Wilson was named Executive Vice President, Chief Information, Bank Product and Operations Officer in May 2024.
Removed
Newton has served as the President of Private Wealth Management of the Bank since May 2019. From January 1998 until May 2018, Mr.
Removed
Pauls served as Executive Vice President, General Counsel and Corporate Secretary of the Company and the Bank from June 2016 until his retirement in January 2025. Mr. Pauls served as interim General Counsel from April 2016 until his full appointment in June 2016.
Removed
Overall, Mr. Rine has over 20 years of commercial banking experience with the Bank. Ram Shankar 52 Mr. Shankar was named as Executive Vice President and Chief Financial Officer of the Company effective August 2016.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

67 edited+15 added−20 removed191 unchanged
Biggest changeThe Company may not be able to combine its business with the business of HTLF without encountering difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as: • the loss of key employees; • the disruption of operations and business; • inability to maintain and increase competitive presence; • loan and deposit attrition customer loss and revenue loss; • additional costs or unexpected problems with operations, personnel, third-party service providers, technology and credit; • inconsistencies in standards, controls, procedures and policies; and/or • problems with the assimilation of new operations, systems, sites or personnel, which could divert resources from regular banking operations. 26 Any disruption to the businesses could cause customers to remove their accounts and move their business to a competing financial institution.
Biggest changeIn doing so, the Company may encounter difficulties that could adversely affect the ability to maintain relationships with existing clients, customers, depositors and employees, such as: • the loss of key employees; • customer dissatisfaction with the new, combined operations and business; • incompatibilities in corporate culture following conversion and combined operations; • inability to maintain and increase competitive presence; • loan and deposit attrition, customer loss and revenue loss; • unexpected issues with operations, personnel, third-party service providers, and credit; and/or • inconsistent application of standards, controls, procedures and policies.
If the Company or its service providers fail to architect, administer or oversee such infrastructure or systems in a well-managed, secure and effective manner, or if such infrastructure or systems become unavailable, are disrupted, fail to scale, do not operate as designed, or do not meet their service level agreements for any reason, the Company may experience unplanned service disruption or unforeseen costs which could result in material harm to the Company’s business and operations.
If the Company or its service providers fail to architect, administer or oversee such infrastructure or systems in a well-managed, secure and effective manner, or if such infrastructure or systems become unavailable, are disrupted, fail to scale, do not operate as designed or expected, or do not meet their service level agreements for any reason, the Company may experience unplanned service disruption or unforeseen costs which could result in material harm to the Company’s business and operations.
If the Company does not successfully execute a strategic undertaking, it could adversely affect its business, financial condition, results of operations, reputation, or growth prospects. Expectations around Environmental, Social and Governance practices, as well as climate change, and related legislative and regulatory initiatives may result in additional risk and operational changes and expenditures that could significantly impact the Company’s business.
If the Company does not successfully execute a strategic undertaking, it could adversely affect its business, financial condition, results of operations, reputation, or growth prospects. 29 Expectations around Environmental, Social and Governance practices, as well as climate change, and related legislative and regulatory initiatives may result in additional risk and operational changes and expenditures that could significantly impact the Company’s business.
In that circumstance, the recovery of such property could be insufficient to compensate the Company for the value of these loans upon a default. 19 • Geographic and industry concentration: The regional economic conditions in any particular region may affect the demand for the Company’s products and services as well as the ability of its customers to repay their commercial real estate loans and the value of the collateral securing these loans.
In that circumstance, the recovery of such property could be insufficient to compensate the Company for the value of these loans upon a default. • Geographic and industry concentration: The regional economic conditions in any particular region may affect the demand for the Company’s products and services as well as the ability of its customers to repay their commercial real estate loans and the value of the collateral securing these loans.
The judgments required of management can involve difficult, subjective, or complex matters with a high degree of uncertainty, and several different judgments could be reasonable under the circumstances and yet result in significantly different results being reported. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of this report.
The judgments 28 required of management can involve difficult, subjective, or complex matters with a high degree of uncertainty, and several different judgments could be reasonable under the circumstances and yet result in significantly different results being reported. See “Critical Accounting Policies and Estimates” in Part II, Item 7 of this report.
The Company faces intense competition in each of its business segments and in all of its markets and geographic regions, and the Company expects competitive pressures to intensify in the future—especially in light of recent legislative 25 and regulatory initiatives, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies.
The Company faces intense competition in each of its business segments and in all of its markets and geographic regions, and the Company expects competitive pressures to intensify in the future—especially in light of recent legislative and regulatory initiatives, technological innovations that alter the barriers to entry, current economic and market conditions, and government monetary and fiscal policies.
In addition, increased ESG related compliance costs could result in increases to the Company’s overall operational costs. Failure to adapt to or comply with regulatory 30 requirements or investor or stakeholder expectations and standards, and fluctuations in or conflicts among these standards, could negatively impact the Company’s reputation, ability to do business with certain partners, and its stock price.
In addition, increased ESG related compliance costs could result in increases to the Company’s overall operational costs. Failure to adapt to or comply with regulatory requirements or investor or stakeholder expectations and standards, and fluctuations in or conflicts among these standards, could negatively impact the Company’s reputation, ability to do business with certain partners, and its stock price.
The market price for the Company’s common stock following the acquisition of HTLF may be affected by factors different from those that historically have affected the Company’s common stock. Following the acquisition of HTLF, the Company is now subject to risks related to HTLF’s historical business and has taken on its loans, investments and other obligations.
The market price for the Company’s common stock following the acquisition of HTLF may be affected by factors different from those that historically have affected the Company’s common stock. Following the acquisition and conversion of HTLF, the Company is now subject to risks related to HTLF’s historical business and has taken on its loans, investments and other obligations.
These deposits, which often include the benefit of other ancillary revenues, are generally more price-sensitive than consumer funding sources. In a rising rate environment, the Company may experience a sharper decline in low-cost funding sources or an increase in cost of deposits due to its customer profile.
These deposits, which often 15 include the benefit of other ancillary revenues, are generally more price-sensitive than consumer funding sources. In a rising rate environment, the Company may experience a sharper decline in low-cost funding sources or an increase in cost of deposits due to its customer profile.
The secure processing, storage, maintenance, and transmission of this information is critical to the Company’s operations and reputation, and if any of this information were mishandled, misused, improperly accessed, lost, breached, held hostage or stolen, or if the Company’s operations were disrupted, the Company could suffer significant financial, business, reputational, regulatory, or other damage.
The secure processing, storage, maintenance, and transmission of this information is critical to the Company’s operations and reputation, and if any of this information were mishandled, misused, improperly accessed, lost, breached, held hostage or stolen, or if the Company’s operations were disrupted, the Company could suffer 19 significant financial, business, reputational, regulatory, or other damage.
When those conditions are weak or deteriorating in any of the markets or regions where the Company operates, or there are impacts stemming from geopolitical events, its business or performance could be adversely affected. The Company provides financial services primarily throughout the Midwestern and Southwestern regions of the United States.
When those conditions are weak or deteriorating in any of the markets or regions where the Company operates, or there are impacts stemming from geopolitical events, its business or performance could be adversely affected. The Company provides financial services primarily throughout the Midwestern, Southwestern, and Western regions of the United States.
The Company routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, the FHLB, commercial banks, investment banks, payment processors, and other institutional clients, which may result in payment obligations to the Company or to its clients due to products it has arranged.
The Company routinely executes transactions with counterparties in the financial services industry, including brokers and dealers, the FHLB, commercial banks, investment banks, payment processors, and other institutional clients, which may result in payment obligations to 24 the Company or to its clients due to products it has arranged.
While the Company’s policies and controls are designed to ensure that it maintains adequate liquidity to conduct its business in the ordinary course even in a stressed environment, there can be no assurance that its liquidity position will never become compromised.
While the Company’s policies and controls are designed to ensure that it maintains adequate liquidity to 17 conduct its business in the ordinary course even in a stressed environment, there can be no assurance that its liquidity position will never become compromised.
The Company’s failure to meet such heightened expectations may expose it to regulatory enforcement actions and civil penalties which could have an adverse material impact on the Company’s business, financial condition, operations and reputation and could jeopardize the Company’s ability to pursue acquisition opportunities.
The Company’s failure to meet such expectations may expose it to regulatory enforcement actions and civil penalties which could have an adverse material impact on the Company’s business, financial condition, operations and reputation and could jeopardize the Company’s ability to pursue acquisition opportunities.
In addition, due to applicable laws and regulations or contractual 20 obligations, the Company may be held responsible for cyber incidents attributed to its third-party service providers as they relate to the information shared with them.
In addition, due to applicable laws and regulations or contractual obligations, the Company may be held responsible for cyber incidents attributed to its third-party service providers as they relate to the information shared with them.
For example, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to individuals whose personal information has been disclosed as a result of a data breach.
For example, laws in all 50 U.S. states generally require businesses to provide notice under certain circumstances to individuals whose personal 22 information has been disclosed as a result of a data breach.
For practical or other reasons, the Company may not be able to effectively defend itself against these actions, and they in turn could give rise to litigation by private plaintiffs.
For practical or other reasons, the Company 21 may not be able to effectively defend itself against these actions, and they in turn could give rise to litigation by private plaintiffs.
The Company is subject to complex and evolving laws, regulations, rules, standards and contractual obligations related to privacy, data protection and data security, which may increase the Company’s costs of doing business and liability exposure.
The Company is subject to complex and evolving laws, regulations, rules, standards and contractual obligations related to privacy, data protection/use and data security, which may increase the Company’s costs of doing business and liability exposure.
If conditions or circumstances arise that expose flaws or gaps in the Company’s risk-management or compliance programs or if its controls break down, the performance and value of the Company’s business could be adversely affected.
If conditions or circumstances arise that expose flaws or gaps in the Company’s risk-management or compliance programs or if its controls break down, the performance and value of the Company’s business could be adversely 27 affected.
The Company may fail to quickly identify and reduce its exposure to customers that are likely to default on their payment obligations, whether by closing credit lines or restricting authorizations.
The Company may fail to 18 quickly identify and reduce its exposure to customers that are likely to default on their payment obligations, whether by closing credit lines or restricting authorizations.
Further, changes to U.S. global policy, including as it relates to tariffs, trade disputes and renewing trade agreements with various countries, could affect the Company’s results of operations. The global economy, the strength of the U.S. dollar, international trade conditions, and oil prices may ultimately affect interest rates, business import/export activity, capital expenditures by businesses, and investor confidence.
Further, changes to U.S. global policy, including as it relates to tariffs, trade disputes and renewing or changing trade agreements with various countries, could affect the Company’s results of operations. The global economy, the strength of the U.S. dollar, international trade conditions, and oil prices may ultimately affect interest rates, business import/export activity, capital expenditures by businesses, and investor confidence.
In particular, there is an increasing number of state-level anti-ESG initiatives in the United States that may conflict with other regulatory requirements or the Company’s various stakeholders’ expectations. Such divergent, sometimes conflicting, views on ESG-related matters increase the risk that any action or lack thereof by the Company on such matters will be perceived negatively by some stakeholders.
In particular, there is an increasing number of anti-ESG initiatives in the United States that may conflict with other regulatory requirements or the Company’s various stakeholders’ expectations. Such divergent, sometimes conflicting, views on ESG-related matters increase the risk that any action or lack thereof by the Company on such matters will be perceived negatively by some stakeholders.
These kinds of conditions also could dampen the demand for products and other services in the Company’s investment-management, asset-servicing, 16 insurance, brokerage, or related businesses. Financial markets and global supply chains may be adversely affected by the impact of military conflict, including the current conflicts in Ukraine and the Middle East, terrorism or other geopolitical events.
These kinds of conditions also could dampen the demand for products and other services in the Company’s investment-management, asset-servicing, insurance, brokerage, or related businesses. Financial markets and global supply chains may be adversely affected by the impact of military conflict, including the current conflicts in Ukraine and the Middle East, terrorism, or other geopolitical events, including in Venezuela.
However, such measures may not prevent misappropriation of the Company’s proprietary or 23 confidential information or infringement, misappropriation or other violations of its intellectual property rights.
However, such measures may not prevent misappropriation of the Company’s proprietary or confidential information or infringement, misappropriation or other violations of its intellectual property rights.
Except where otherwise noted, the 15 risk factors address risks and uncertainties that may affect the Company as well as its subsidiaries.
Except where otherwise noted, the risk factors address risks and uncertainties that may affect the Company as well as its subsidiaries.
These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the Company’s capital, to restrict the Company’s growth, to change the asset composition of the Company’s portfolio or balance sheet, to assess civil money penalties against the Company’s officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Bank’s deposit insurance.
These actions include the power to require the Company to cease and desist “unsafe or unsound” practices, to require affirmative actions to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in the Company’s capital, to restrict the Company’s growth, to change the asset composition of the Company’s portfolio or balance sheet, to assess civil money penalties against the Company’s officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate the Bank’s deposit insurance.
This gives rise to meaningful operational risk—including the risk of fraud by employees or outside parties, unauthorized access to the Company’s premises or systems, errors in processing, failures of technology, breaches of internal controls or compliance safeguards, malware and other security or hacking incidents, inadequate integration of acquisitions, human or software errors, design or performance issues, capacity constraints or unexpected transaction volumes, unavailability of systems and services, including due to electrical or telecommunications outages, bad weather, acts of terrorism or the like, and other breakdowns in business continuity plans or acts of misconduct.
This gives rise to meaningful operational 23 risk—including the risk of fraud by employees or outside parties, unauthorized access to the Company’s premises or systems, errors in processing, use of or integration with artificial intelligence, failures of technology, breaches of internal controls or compliance safeguards, malware and other security or hacking incidents, inadequate integration of acquisitions, human or software errors, design or performance issues, capacity constraints or unexpected transaction volumes, unavailability of systems and services, including due to electrical or telecommunications outages, bad weather, acts of terrorism or the like, and other breakdowns in business continuity plans or acts of misconduct.
The Company must successfully develop and maintain information, financial reporting, disclosure, privacy, data protection, data security and other controls adapted to the Company’s reliance on outside platforms and providers.
The Company must successfully develop and maintain information, financial reporting, disclosure, privacy, data protection, data security, artificial intelligence, and other controls adapted to the Company’s reliance on outside platforms and providers.
Additionally, the Company may incur costs in connection with the defense or settlement of any shareholder or stockholder lawsuits filed in connection with the acquisition of HTLF. The Company establishes reserves for claims when appropriate under generally accepted accounting principles, but costs often can be incurred in connection with a matter before any reserve has been created.
Additionally, the Company may incur costs in connection with the defense or settlement of any shareholder or stockholder lawsuits resulting from its acquisition of HTLF. The Company establishes reserves for claims when appropriate under generally accepted accounting principles, but costs often can be incurred in connection with a matter before any reserve has been created.
The Company is subject to a variety of complex and continuously evolving and developing laws, regulations, rules, standards and contractual obligations regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer, security and other processing of personal information.
The Company is subject to a variety of complex and continuously evolving and developing laws, regulations, rules, standards and contractual obligations regarding privacy, data protection/use and data security, including those related to the collection, storage, handling, use, disclosure, transfer, security, integration with artificial intelligence and other processing of personal information.
For example, the Company is unable to predict what, if any, changes to the regulatory 21 environment may be enacted by Congress or a new presidential administration and what the impact of any changes will be on the Company.
For example, the Company is unable to predict what, if any, changes to the regulatory environment may be enacted by Congress or the presidential administration and what the impact of any changes will be on the Company.
Accordingly, to the extent that the Company is unable to effectively deploy its funds to originate or acquire loans or other assets with higher yields than those of its investment securities, the Company’s income may be negatively impacted. Additionally, approximately $7.8 billion, or 56.9%, of the Company’s investment securities are classified as available for sale and reported at fair value.
Accordingly, to the extent that the Company is unable to effectively deploy its funds to originate or acquire loans or other assets with higher yields than those of its investment securities, the Company’s income may be negatively impacted. Additionally, approximately $13.7 billion, or 68.1%, of the Company’s investment securities are classified as available for sale and reported at fair value.
The soundness of other financial institutions could adversely affect the Company . Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S.
The soundness, and other real or perceived risks, of other financial institutions could adversely affect the Company . Adverse developments affecting the overall strength and soundness of other financial institutions, the financial services industry as a whole and the general economic climate and the U.S.
If the Company were to lose and find itself unable to replace these personnel or other skilled employees, including as a result of the acquisition of HTLF, or if the competition for talent drove its compensation costs to unsustainable levels, the Company’s business, results of operations, and financial condition could be negatively impacted.
If the Company were to lose and find itself unable to replace these personnel or other skilled employees, or if the competition for talent drove its compensation costs to unsustainable levels, the Company’s business, results of operations, and financial condition could be negatively impacted.
The future results of the Company following the acquisition of HTLF may suffer if the Company does not effectively manage its expanded operations. As a result of the acquisition of HTLF, the size of the business of 27 the Company will increase significantly.
The future results of the Company following the acquisition of HTLF may suffer if the Company does not effectively manage its expanded operations. As a result of the acquisition of HTLF, the size of the business of the Company increased significantly.
As of December 31, 2024, the Company’s securities portfolio totaled approximately $13.7 billion, which represented approximately 27.1% of its total assets. Regulatory restrictions and the Company’s investment policies generally result in the acquisition of securities with lower yields than loans.
As of December 31, 2025, the Company’s securities portfolio totaled approximately $20.1 billion, which represented approximately 27.5% of its total assets. Regulatory restrictions and the Company’s investment policies generally result in the acquisition of securities with lower yields than loans.
The Company’s future success will depend, in part, upon its ability to manage this expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
The Company’s future success depends, in part, upon its success in continuing to manage the expanded business, which may pose challenges for management, including challenges related to the management and monitoring of new operations and associated increased costs and complexity.
If the Company is unable to successfully introduce and support new income-generating products and services while also managing expenses, it may impact its ability to compete effectively and materially adversely affect the Company’s business, financial condition and results of operations.
If the Company is unable to successfully introduce and support new income-generating products and services while also managing expenses, it may impact its ability to compete effectively and materially adversely affect the Company’s business, financial condition and results of operations. The Company may not be able to realize the full anticipated benefits of the acquisition of HTLF.
Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings. The Company has incurred, and expects to continue to incur, significant transaction and acquisition-related costs in connection with the acquisition of HTLF.
Finally, any cost savings that are realized may be offset by losses in revenues or other charges to earnings. The Company has incurred significant transaction and acquisition-related costs in connection with the acquisition of HTLF. The Company has incurred significant non-recurring costs associated with combining the operations of HTLF with its operations.
Competitive pressures may drive the Company to take actions that the Company might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers.
See “Competition” in Part I, Item 1 of this report. 25 Competitive pressures may drive the Company to take actions that the Company might otherwise eschew, such as lowering the interest rates or fees on loans or raising the interest rates on deposits in order to keep or attract high-quality customers.
If the Company is required to limit originations of certain types of commercial and mortgage loans, it would thereby reduce the amount of credit available to borrowers and limit opportunities to earn interest income from the loan portfolio.
If the Company is required to limit originations of certain types of commercial and mortgage loans, it would thereby reduce the amount of credit available to borrowers and limit opportunities to earn interest income from the loan portfolio. The Company also may be compelled to raise capital if regulatory or supervisory requirements change.
For the year-ended December 31, 2024, the weighted average yield of the Company’s securities portfolio was 2.96% as compared to 6.66% for its loan portfolio.
For the year-ended December 31, 2025, the weighted average yield of the Company’s securities portfolio was 3.68% as compared to 6.70% for its loan portfolio.
If any subsidiary were unable to remain viable as a going concern, moreover, the Company’s right to participate in a distribution of assets would be subject to the prior claims of the subsidiary’s creditors (including, in the case of the Bank, its depositors and the FDIC). 28 An inability to attract, retain, or motivate qualified employees could adversely affect the Company’s business or performance.
If any subsidiary were unable to remain viable as a going concern, moreover, the Company’s right to participate in a distribution of assets would be subject to the prior claims of the subsidiary’s creditors (including, in the case of the Bank, its depositors and the FDIC).
At December 31, 2024, 51.9% of the Company’s aggregate loan portfolio—comprised of commercial real estate loans (representing 39.5% of the aggregate loan portfolio) and consumer real estate loans (representing 12.4% of the aggregate loan portfolio)—was primarily secured by interests in real estate located in the States where the Company operates.
At December 31, 2025, 53.7% of the Company’s aggregate loan portfolio—comprised of commercial real estate loans (representing 42.2% of the aggregate loan portfolio) and consumer real estate loans (representing 11.4% of the aggregate loan portfolio)—was primarily secured by interests in real estate located in the States where the Company operates.
The Company believes that government scrutiny and the intensity of supervision of all financial-services companies has increased, fundamental changes have been made to the banking, securities, and other laws that govern financial services, and a host of related business practices have been reexamined and reshaped.
Regulatory scrutiny and the intensity of supervision of all financial-services companies is evolving, fundamental changes have been made to the banking, securities, and other laws that govern financial services, and a host of related business practices have been reexamined and reshaped in the relatively near term.
The United States Congress, state legislatures and federal and state regulatory agencies have proposed and advanced numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change.
In the United States, certain state legislatures and state regulatory agencies have proposed and advanced numerous legislative and regulatory initiatives seeking to mitigate the effects of climate change, some of which conflict with other state or federal, initiatives or sentiments.
The legislative, regulatory, and supervisory environment is beyond the Company’s control, may change rapidly and unpredictably, and may negatively influence the Company’s revenue, costs, earnings, growth, liquidity and capital levels.
The Company expects to continue devoting increased time and resources to risk management, compliance, and regulatory change management. The legislative, regulatory, and supervisory environment is beyond the Company’s control, may change rapidly and unpredictably, and may negatively influence the Company’s revenue, costs, earnings, growth, liquidity and capital levels.
The Company may also face additional regulatory requirements and scrutiny from governmental authorities as a result of the significant increase in the size of its business.
The Company may also face additional or different regulatory requirements and scrutiny from governmental authorities as a result of the expanded business operations.
As a result, political and social attention to the issue of climate change has increased. In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions.
In recent years, governments across the world have entered into international agreements to attempt to reduce global temperatures, in part by limiting greenhouse gas emissions.
The Company’s bank-card revenue is driven primarily by transaction volumes in business, healthcare, and consumer spending that generate interchange fees, and any of these conditions could dampen those volumes. Economic conditions can also reduce the usage of credit cards in general and the average purchase amount of transactions, which reduces interest income and transaction fees.
The Company’s bank-card revenue is driven primarily by transaction volumes in business, healthcare, and consumer spending that generate interchange fees, and any of these conditions could dampen those volumes.
Even when an attempted cyber-attack, hacking incident or other security breach is successfully avoided or thwarted, the Company may need to expend substantial resources to avoid such breach, may be required to take actions that could adversely affect customer satisfaction or behavior, and may be exposed to reputational damage.
Although the Company believes it has appropriate measures in place to help manage the risk, there can be no guarantee that its efforts will be effective in preventing a material loss event. 20 Even when an attempted cyber-attack, hacking incident or other security breach is successfully avoided or thwarted, the Company may need to expend substantial resources to avoid such breach, may be required to take actions that could adversely affect customer satisfaction or behavior, and may be exposed to reputational damage.
These agreements and measures may result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require the Company to expend significant capital and incur compliance, operating, maintenance and remediation costs.
In addition to the challenges of managing conflicting expectations of legislatures, agencies, and regulators with respect to climate change, measures designed to mitigate or bring awareness to climate change may result in the imposition of taxes and fees, the required purchase of emission credits, and the implementation of significant operational changes, each of which may require the Company to expend significant capital and incur compliance, operating, maintenance and remediation costs.
Compliance with such laws, regulations, rules, standards and contractual obligations may require the Company to incur significant compliance costs and/or require the Company to change its policies, procedures or operations, and failure to comply with such laws, regulations, rules, standards or contractual obligations could expose the Company to liability, including enforcement actions, fines, penalties and sanctions for non-compliance, governmental investigations and/or reputational damage, and of which could have a material adverse effect on the Company’s business, financial condition and results of operations. 22 At the federal level, the Company is subject to the GLBA, which requires financial institutions to, among other things, periodically disclose their privacy policies and practices relating to sharing personal information and, in some cases, enables retail customers to opt out of the sharing of certain non-public personal information with unaffiliated third parties, among other laws and regulations.
Compliance with such laws, regulations, rules, standards and contractual obligations may require the Company to incur significant compliance costs and/or require the Company to change its policies, procedures or operations, and failure to comply with such laws, regulations, rules, standards or contractual obligations could expose the Company to liability, including enforcement actions, fines, penalties and sanctions for non-compliance, governmental investigations and/or reputational damage, and of which could have a material adverse effect on the Company’s business, financial condition and results of operations.
The Company’s ability to raise capital on favorable terms or at all will depend on general economic and market conditions, which are outside of its control, and on the Company’s operating and financial performance. Accordingly, the Company cannot be assured of its ability to raise capital when needed or on favorable terms.
In addition, the Company may elect to raise capital for strategic reasons even when it is not required to do so. The Company’s ability to raise capital on favorable terms or at all will depend on general economic and market conditions, which are outside of its control, and on the Company’s operating and financial performance.
Recent scrutiny of compensation practices, especially in the financial-services industry, has made this only more difficult. In addition, some parts of the Company’s business are particularly dependent on key personnel, including investment management, asset servicing, and commercial lending.
In addition, some parts of the Company’s business are particularly dependent on key personnel, including investment management, asset servicing, and commercial lending.
Achieving the anticipated benefits of the acquisition of HTLF is subject to a number of uncertainties, including whether the Company integrates HTLF in an efficient, effective and timely manner, and general competitive factors in the marketplace.
Achieving the anticipated benefits of the acquisition of HTLF remains subject to a number of uncertainties, 26 including general competitive factors in the marketplace.
New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence, and disclosure. In addition to regulatory and investor expectations on environmental matters in general, the current and anticipated effects of climate change are creating an increasing level of concern for the state of the global environment.
In addition to regulatory and investor expectations on environmental matters in general, the current and anticipated effects of climate change are creating, for some stakeholders, an increasing level of concern for the state of the global environment.
In addition, legislative and regulatory changes could reduce the amounts 17 and types of fees financial institutions may charge, including the FRB’s Regulation II on debit card interchange fees and the CFPB’s regulations on consumer protection, such as the CFPB late fee regulation.
In addition, legislative and regulatory changes could reduce the amounts and types of fees financial institutions may charge, including the FRB’s Regulation II on debit card interchange fees and potential legislation imposing a cap on credit card interest rates.
Skilled employees are the Company’s most important resource, and competition for talented people is intense. Even though compensation is among the Company’s highest expenses, it may not be able to locate and hire the best people, keep them with the Company, or properly motivate them to perform at a high level.
Even though compensation is among the Company’s highest expenses, it may not be able to locate and hire the best people, keep them with the Company, or properly motivate them to perform at a high level. Recent scrutiny of compensation practices, especially in the financial-services industry, has made this only more difficult.
While the Company maintains prudent risk management practices over bonds issued by municipalities and other issuers, credit deterioration in these bonds could occur and result in losses.
The Company generally invests in liquid, investment-grade securities; however, these securities are subject to changes in market value due to changing interest rates and implied credit spreads. While the Company maintains prudent risk management practices over bonds issued by municipalities and other issuers, credit deterioration in these bonds could occur and result in losses.
In addition, to the extent that loan charge-offs exceed estimates, an increase to the amount of provision expense related to the allowance for credit losses would reduce the Company’s income. See “Quantitative and Qualitative Disclosures About Market Risk—Credit Risk Management” in Part II, Item 7A of this report for a discussion of how the Company monitors and manages credit risk.
In addition, to the extent that loan charge-offs exceed estimates, an increase to the amount of provision expense related to the allowance for credit losses would reduce the Company’s income.
Unrealized gains or losses on these securities are excluded from earnings and reported in other comprehensive income, which in turn affects the Company’s reported equity.
Unrealized gains or losses on these securities are excluded from earnings and reported in other comprehensive income, which in turn affects the Company’s reported equity. As a result, to the extent that the Company continues to maintain a significant portfolio of available-for-sale securities, its reported equity may experience greater volatility.
The Company has incurred, and expects to continue to incur, significant non-recurring costs associated with combining the operations of HTLF with its operations. These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs and other related costs.
These costs include legal, financial advisory, accounting, consulting and other advisory fees, severance/employment-related costs, public company filing fees and other regulatory fees, printing costs and other related costs.
For example, during 2023 the FDIC took control and was appointed receiver of Silicon Valley Bank, Signature Bank, and First Republic Bank. The failure of other banks and financial institutions and the measures taken by governments, businesses, and other 24 organizations in response to those events could adversely impact the Company’s business, financial condition and results of operations.
The failure or risks of other banks and financial institutions, and the measures taken by governments, businesses, and other organizations in response to those events, could adversely impact the Company’s business, financial condition and results of operations. The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions.
The Company’s ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated because of trading, clearing, counterparty and other relationships.
Financial services institutions are interrelated because of trading, clearing, counterparty and other relationships.
Competition with financial-services technology companies, or technology companies partnering with financial-services companies, may be particularly intense, due to, among other things, differing regulatory environments. See “Competition” in Part I, Item 1 of this report.
Competition with financial-services technology companies, including those related to digital currencies or cryptocurrencies (including stablecoins), or technology companies partnering with financial-services companies, may be particularly intense, due to, among other things, differing regulatory environments. For example, the Guiding and Establishing National Innovation for U.S.
Other fee-based banking businesses that could be adversely affected include trading, asset management, custody, trust, and cash and treasury management.
Economic or market conditions, such as increased use of digital currencies and cryptocurrencies (including stablecoin) can also reduce the usage of credit cards in general and the average purchase amount of transactions, which reduces interest income and transaction fees. Other fee-based banking businesses that could be adversely affected include trading, asset management, custody, trust, and cash and treasury management.
Removed
As a result, to the extent that the Company continues to maintain a significant portfolio of available-for-sale securities, its reported equity may experience greater volatility. 18 The Company generally invests in liquid, investment-grade securities; however, these securities are subject to changes in market value due to changing interest rates and implied credit spreads.
Added
See “Quantitative and Qualitative 16 Disclosures About Market Risk—Credit Risk Management” in Part II, Item 7A of this report for a discussion of how the Company monitors and manages credit risk.
Removed
Although the Company believes it has appropriate measures in place to help manage the risk, there can be no guarantee that its efforts will be effective in preventing a material loss event.
Added
Some of the regulations finalized in the prior administration that are applicable to financial institutions have been modified, rescinded or withdrawn or are subject to reevaluation, creating further uncertainty.
Removed
The Company also may face further government scrutiny due to the increased size of the Company’s business resulting from the acquisition of HTLF.
Added
It is possible the expected changes in regulation do not occur or are reversed by a subsequent administration, or the regulatory measures that are ultimately enacted deliver significant competitive advantages to financial services that are structured differently or serve different markets than the Company.
Removed
See risk below “The future results of the Company following the acquisition of HTLF may suffer if the Company does not effectively manage its expanded operations.” As a result, the Company expects to continue devoting increased time and resources to risk management, compliance, and regulatory change management.
Added
Accordingly, the Company cannot be assured of its ability to raise capital when needed or on favorable terms.
Removed
The Company also may be compelled to raise capital if regulatory or supervisory requirements change and as a result of the acquisition of HTLF may face further government scrutiny due to the increased size of the Company’s business. In addition, the Company may elect to raise capital for strategic reasons even when it is not required to do so.
Added
At the federal level, the Company is subject to the GLBA, which requires financial institutions to, among other things, periodically disclose their privacy policies and practices relating to sharing personal information and, in some cases, enables retail customers to opt out of the sharing of certain non-public personal information with unaffiliated third parties, among other laws and regulations.
Removed
The Company may not be able to successfully integrate HTLF or to realize the anticipated benefits of the acquisition of HTLF. Following consummation of the acquisition of HTLF, the Company began the process of integrating HTLF.
Added
In addition, service providers or solutions utilizing artificial intelligence are subject to uncertain and evolving laws and regulations, unique data, confidentiality and privacy risks, and the potential for unexpected operational results that are not insignificant.
Removed
A successful integration of its business with the Company will depend substantially on the Company’s ability to consolidate operations, corporate cultures, systems and procedures and to eliminate redundancies and costs.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

10 edited+3 added−1 removed18 unchanged
Biggest changeThe STP includes the CRO, CISO/CPO, leadership across the lines of business, and a cross-functional team of risk, technology, privacy and legal experts to ensure an appropriate focus on information security, technology and privacy matters. The STP serves as a sub-committee of the Company’s Enterprise Risk Committee (ERC), which is a sub-committee of the Board Risk Committee.
Biggest changeThe TOPS is co-chaired by the CISO/CPO and the Chief Information, Product & Bank Operations Officer, and includes the CARO, leadership across the lines of business, and a cross-functional team of risk, technology, privacy and legal experts to ensure an appropriate focus on business continuity and resilience, corporate security, fraud, information security, privacy, information technology, and third-party risk management matters.
The Company’s security and privacy practices are also subject to ongoing independent oversight by multiple regulatory bodies including the OCC and the FRB, independent audits such as SOC I and SOC II, independent penetration testing of internal and external systems, independent security attestations of compliance with the requirements of the Society of Worldwide Interbank Financial Telecommunications (SWIFT) and the Federal Reserve (FedLine), and independent assessments in connection with the Company’s Payment Card Industry Data Security Standard (PCI DSS) obligations, as applicable.
The Company’s security and privacy practices are also subject to ongoing independent 30 oversight by multiple regulatory bodies including the OCC and the FRB, independent audits such as SOC I and SOC II, independent penetration testing of internal and external systems, independent security attestations of compliance with the requirements of the Society of Worldwide Interbank Financial Telecommunications (SWIFT) and the Federal Reserve (FedLine), and independent assessments in connection with the Company’s Payment Card Industry Data Security Standard (PCI DSS) obligations, as applicable.
The CISO/CPO has more than two decades of global experience within the information security and privacy fields, a relevant bachelor’s degree from an accredited institution, and holds the National Association of Corporate Directors Directorship Certification (NACD.DC), Certified Information Systems Security Professional (CISSP) and Certified Information Privacy Professional (CIPP/US) designations.
The CISO/CPO has more than two decades of global experience within the information security and privacy fields, a relevant bachelor’s degree from an accredited institution, and holds the National Association of Corporate Directors Directorship Certification, Certified Information Systems Security Professional (CISSP) and Certified Information Privacy Professional (CIPP/US) designations.
The Company has appointed a qualified CISO/CPO, who reports to the Chief Risk Officer (CRO) as part of independent risk management, who is responsible for establishing strategy and overseeing implementation of an integrated and proactive information security and privacy program.
The Company has appointed a qualified CISO/CPO, who reports to the Chief Administrative & Risk Officer (CARO) as part of independent risk management, who is responsible for establishing strategy and overseeing implementation of an integrated and proactive information security and privacy program.
Sensitive Information can be of significant value to criminal actors, and, as described in the Company’s Risk Factors, cyber incidents and other security breaches involving this information at the Company, at the Company’s service providers or counterparties, or in the business community or markets, may negatively impact the Company’s business or performance. 31 The board of directors of the Company has oversight responsibility for the risk management policies of the Company’s global operations and the operation of the Company’s global risk management framework.
Sensitive Information can be of significant value to criminal actors, and, as described in the Company’s Risk Factors, cyber incidents and other security breaches involving this information at the Company, at the Company’s service providers or counterparties, or in the business community or markets, may negatively impact the Company’s business or performance.
The IRP sets forth the framework to elevate cybersecurity or privacy issues to the CISO/CPO and when and how incidents are escalated and reported beyond the CISO/CPO, including to executive management and the Board Risk Committee.
The IRP sets forth the framework to elevate cybersecurity or privacy issues to the CISO/CPO and when and how incidents are escalated and reported beyond the CISO/CPO, including to executive management and the Board Risk Committee. Depending on the incident, escalation to the full board of directors may also occur.
Key Program Components The Company has a vulnerability management program designed to assess and manage risk associated with vulnerabilities in its information systems from multiple perspectives, including: (i) an adversarial cyber risk assessment that aims to identify threats, vulnerabilities and controls and (ii) the scanning of external and internal information systems to identify software vulnerabilities.
Company management and its committees may also engage with the CISO/CPO to discuss and receive additional reports regarding cybersecurity and privacy risks on a more frequent basis as appropriate. 31 Key Program Components The Company has a vulnerability management program designed to assess and manage risk associated with vulnerabilities in its information systems from multiple perspectives, including: (i) an adversarial cyber risk assessment that aims to identify threats, vulnerabilities and controls and (ii) the scanning of external and internal information systems to identify software vulnerabilities.
The ERC is chaired by the CRO, and includes members of executive management and a cross-functional team of leaders experienced in managing risk. The STP and ERC receive quarterly briefings from the CISO/CPO on a variety of topics, including material changes in information security or privacy laws, the Company’s ongoing information security posture and compliance, and emerging risks.
The TOPS and ERC receive quarterly briefings from the CISO/CPO on a variety of topics, including material changes in information security or privacy laws, the Company’s ongoing information security posture and compliance, and emerging risks.
Depending on the incident, escalation to the full board of directors may also occur. 32 The Company has also implemented a third-party risk program to oversee and manage information security and privacy risks associated with third-party relationships.
The Company has also implemented a third-party risk program to oversee and manage business continuity and resilience, information security and privacy risks associated with third-party relationships.
The CISO/CPO manages a team of qualified professionals with relevant cybersecurity and privacy experience and expertise. The Company has also established a Security, Technology, and Privacy Committee (STP) to oversee security, technology, and privacy capabilities and risks of the Company and its business.
The CISO/CPO manages a team of qualified professionals with relevant cybersecurity and privacy experience and expertise.
Removed
Company management and its committees may also engage with the CISO/CPO to discuss and receive additional reports regarding cybersecurity and privacy risks on a more frequent basis as appropriate.
Added
The board of directors of the Company has oversight responsibility for the risk management policies of the Company’s global operations and the operation of the Company’s global risk management framework.
Added
The Company has also established a Technology, Operations, Privacy and Security Committee (TOPS) to oversee the business continuity and resilience, corporate security, fraud, information security, privacy, information technology, and third-party risk management (including emerging technology (e.g., artificial intelligence)) capabilities and risks of the Company and its business.
Added
The TOPS serves as a sub-committee of the Company’s Enterprise Risk Committee (ERC), which is a sub-committee of the Board Risk Committee. The ERC is chaired by the CARO, and includes members of executive management and a cross-functional team of leaders experienced in managing risk.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed3 unchanged
Biggest changeUMBFS leases 85,164 square feet at 235 West Galena Street in Milwaukee, Wisconsin, for its fund services operations. Additionally, UMBFS leases 18,655 square feet at 2225 Washington Boulevard in Ogden, Utah, and 8,339 square feet at 223 Wilmington West Chester Pike in Chadds Ford, Pennsylvania.
Biggest changeAdditionally, UMBFS leases 18,655 square feet at 2225 Washington Boulevard in Ogden, Utah, and 8,339 square feet at 223 Wilmington West Chester Pike in Chadds Ford, Pennsylvania.
The Bank leases 48,771 square feet in the Hertz Building located at 2 South Broadway in the heart of the commercial sector of downtown St. Louis, Missouri. This location has a full-service banking center and is home to administrative support functions for the Bank.
The Bank leases 42,403 square feet in the Hertz Building located at 2 South Broadway in the heart of the commercial sector of downtown St. Louis, Missouri. This location has a full-service banking center and is home to administrative support functions for the Bank.
The Bank also leases 34,681 square feet on the first, second, and fifth floors of the 1670 Broadway building located in the financial district of downtown Denver, Colorado. The location has a full-service banking center and is home to operational and administrative support functions for the Bank. As of December 31, 2024, the Bank operated a total of 93 branches.
The Bank also leases 34,681 square feet on the first, second, and fifth floors of the 1670 Broadway building located in the financial district of downtown Denver, Colorado. The location has a full-service banking center and is home to operational and administrative support functions for the Bank. The Bank leases 86,721 square feet at 700 Locust in Dubuque, Iowa.
Added
This location provides retail and commercial banking services and corporate support services. 32 As of December 31, 2025, the Bank operated a total of 193 banking centers. UMBFS leases 85,164 square feet at 235 West Galena Street in Milwaukee, Wisconsin, for its fund services operations.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+0 added−0 removed4 unchanged
Biggest changeThe performance graph represents past performance and should not be considered to be an indication of future performance. 34 Index 2019 2020 2021 2022 2023 2024 UMB Financial Corporation $ 100.00 $ 102.64 $ 160.16 $ 128.18 $ 131.02 $ 179.94 S&P US BMI Banks Index 100.00 87.24 118.61 98.38 107.32 143.68 S&P 500 Index 100.00 118.40 152.39 124.79 157.59 197.02 ITEM 6. [R ESERVED] 35
Biggest changeThe performance graph represents past performance and should not be considered to be an indication of future performance. 34 Index 2020 2021 2022 2023 2024 2025 UMB Financial Corporation $ 100.00 $ 156.04 $ 124.88 $ 127.64 $ 175.31 $ 181.34 S&P US BMI Banks Index $ 100.00 $ 135.97 $ 112.77 $ 123.02 $ 164.70 $ 211.47 S&P 500 Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 ITEM 6. [R ESERVED] 35
On April 30, 2024, the Company’s Board of Directors (the Board) authorized the repurchase of up to one million shares of the Company’s common stock, which will terminate on April 29, 2025 (a Repurchase Authorization). The Company has not made any repurchases other than through the Repurchase Authorization, but did acquire shares pursuant to the Company's share-based incentive programs.
On April 29, 2025, the Company’s Board of Directors (the Board) authorized the repurchase of up to one million shares of the Company’s common stock, which will terminate on April 28, 2026 (a Repurchase Authorization). The Company has not made any repurchases other than through the Repurchase Authorization, but did acquire shares pursuant to the Company's share-based incentive programs.
The graph assumes an investment of $100 on December 31, 2019 and reinvestment of dividends.
The graph assumes an investment of $100 on December 31, 2020 and reinvestment of dividends.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about common stock repurchase activity by the Company during the quarter ended December 31, 2024: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2024 — $ — — 1,000,000 November 1 - November 30, 2024 — — — 1,000,000 December 1 - December 31, 2024 — — — 1,000,000 Total — $ — — (1) Includes shares acquired pursuant to the Company's share-based incentive programs.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers The following table provides information about common stock repurchase activity by the Company during the quarter ended December 31, 2025: ISSUER PURCHASES OF EQUITY SECURITIES Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1 - October 31, 2025 — $ — — 1,000,000 November 1 - November 30, 2025 515 106.88 — 1,000,000 December 1 - December 31, 2025 211 111.08 — 1,000,000 Total 726 $ 108.10 — (1) Includes shares acquired pursuant to the Company's share-based incentive programs.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is traded on the NASDAQ Global Select Stock Market under the symbol "UMBF." As of February 21, 2025, the Company had 2,884 shareholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES The Company's common stock is traded on the NASDAQ Global Select Stock Market under the symbol "UMBF." As of February 20, 2026, the Company had 2,785 shareholders of record.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

156 edited+58 added−31 removed60 unchanged
Biggest changeAverage Volume Average Rate Increase (Decrease) 2024 2023 2024 2023 2024 vs. 2023 Volume Rate Total Change in interest earned on: $ 24,212,645 $ 22,337,119 6.66 % 6.27 % Loans $ 121,804 $ 91,183 $ 212,987 Securities: 9,290,809 9,097,110 2.77 2.36 Taxable 4,664 37,917 42,581 3,634,588 3,790,921 3.44 3.38 Tax-exempt (4,989 ) 2,167 (2,822 ) 303,096 316,072 5.82 5.58 Federal funds and resell agreements (739 ) 720 (19 ) 3,482,402 2,046,349 5.23 5.04 Interest-bearing due from banks 74,976 3,979 78,955 22,311 14,030 6.53 5.65 Trading securities 491 131 622 40,945,851 37,601,601 5.37 4.96 Total 196,207 136,097 332,304 Change in interest incurred on: 25,224,201 21,122,305 3.89 3.33 Interest-bearing deposits 149,076 129,016 278,092 80,017 169,997 5.05 4.97 Federal funds purchased (4,538 ) 135 (4,403 ) 2,258,438 2,005,418 4.54 4.22 Securities sold under agreements to repurchase 11,179 6,756 17,935 1,447,646 2,311,238 5.61 5.25 Borrowed Funds (47,986 ) 7,890 (40,096 ) $ 29,010,302 $ 25,608,958 4.03 % 3.59 % Total 107,731 143,797 251,528 Net interest income $ 88,476 $ (7,700 ) $ 80,776 Average Volume Average Rate Increase (Decrease) 2023 2022 2023 2022 2023 vs. 2022 Volume Rate Total Change in interest earned on: $ 22,337,119 $ 18,823,810 6.27 % 4.30 % Loans $ 171,189 $ 418,765 $ 589,954 Securities: 9,097,110 9,616,691 2.36 2.00 Taxable (10,813 ) 33,673 22,860 3,790,921 3,885,153 3.38 3.16 Tax-exempt (3,142 ) 8,149 5,007 316,072 965,911 5.58 1.98 Federal funds and resell agreements (19,173 ) 17,711 (1,462 ) 2,046,349 2,408,468 5.04 0.77 Interest-bearing due from banks (3,203 ) 87,811 84,608 14,030 12,076 5.65 4.96 Trading securities 117 101 218 37,601,601 35,712,109 4.96 3.26 Total 134,975 566,210 701,185 Change in interest incurred on: 21,122,305 18,063,498 3.33 0.93 Interest-bearing deposits 32,883 503,774 536,657 169,997 249,663 4.97 2.10 Federal funds purchased (2,103 ) 5,307 3,204 2,005,418 2,527,426 4.22 1.40 Securities sold under agreements to repurchase (8,697 ) 57,816 49,119 2,311,238 309,204 5.25 5.00 Borrowed Funds 105,080 806 105,886 $ 25,608,958 $ 21,149,791 3.59 % 1.06 % Total 127,163 567,703 694,866 Net interest income $ 7,812 $ (1,493 ) $ 6,319 42 Table 3 ANALYSIS OF NET INTEREST MARGIN (in thousands) 2024 2023 2022 Average earning assets $ 40,945,851 $ 37,601,601 $ 35,712,109 Interest-bearing liabilities 29,010,302 25,608,958 21,149,791 Interest-free funds $ 11,935,549 $ 11,992,643 $ 14,562,318 Free funds ratio (interest free funds to average earning assets) 29.15 % 31.89 % 40.78 % Tax-equivalent yield on earning assets 5.37 % 4.96 % 3.26 % Cost of interest-bearing liabilities 4.03 3.59 1.06 Net interest spread 1.34 % 1.37 % 2.20 % Benefit of interest-free funds 1.17 1.15 0.43 Net interest margin 2.51 % 2.52 % 2.63 % The Company experienced an increase in net interest income of $80.8 million, or 8.8%, for the year ended December 31, 2024, compared to 2023.
Biggest changeAverage Volume Average Rate Increase (Decrease) 2025 2024 2025 2024 2025 vs. 2024 Volume Rate Total Change in interest earned on: $ 36,069,274 $ 24,212,645 6.70 % 6.66 % Loans $ 793,969 $ 8,362 $ 802,331 Securities: 13,844,165 9,290,809 3.65 2.77 Taxable 150,427 96,641 247,068 4,284,530 3,634,588 3.80 3.44 Tax-exempt 19,416 11,415 30,831 777,206 303,096 4.91 5.82 Federal funds and resell agreements 23,663 (3,139 ) 20,524 6,095,348 3,482,402 4.35 5.23 Interest-bearing due from banks 117,812 (35,042 ) 82,770 17,183 22,311 6.79 6.53 Trading securities (314 ) 61 (253 ) 61,087,706 40,945,851 5.54 5.37 Total 1,104,973 78,298 1,183,271 Change in interest incurred on: 40,981,808 25,224,201 3.26 3.89 Interest-bearing deposits 534,499 (180,252 ) 354,247 87,035 80,017 4.20 5.05 Federal funds purchased 334 (713 ) (379 ) 2,735,011 2,258,438 3.84 4.54 Securities sold under agreements to repurchase 19,708 (17,183 ) 2,525 581,469 1,447,646 8.05 5.61 Borrowed Funds (60,858 ) 26,423 (34,435 ) $ 44,385,323 $ 29,010,302 3.36 % 4.03 % Total 493,683 (171,725 ) 321,958 Net interest income $ 611,290 $ 250,023 $ 861,313 Average Volume Average Rate Increase (Decrease) 2024 2023 2024 2023 2024 vs. 2023 Volume Rate Total Change in interest earned on: $ 24,212,645 $ 22,337,119 6.66 % 6.27 % Loans $ 121,804 $ 91,183 $ 212,987 Securities: 9,290,809 9,097,110 2.77 2.36 Taxable 4,664 37,917 42,581 3,634,588 3,790,921 3.44 3.38 Tax-exempt (4,989 ) 2,167 (2,822 ) 303,096 316,072 5.82 5.58 Federal funds and resell agreements (739 ) 720 (19 ) 3,482,402 2,046,349 5.23 5.04 Interest-bearing due from banks 74,976 3,979 78,955 22,311 14,030 6.53 5.65 Trading securities 491 131 622 40,945,851 37,601,601 5.37 4.96 Total 196,207 136,097 332,304 Change in interest incurred on: 25,224,201 21,122,305 3.89 3.33 Interest-bearing deposits 149,076 129,016 278,092 80,017 169,997 5.05 4.97 Federal funds purchased (4,538 ) 135 (4,403 ) 2,258,438 2,005,418 4.54 4.22 Securities sold under agreements to repurchase 11,179 6,756 17,935 1,447,646 2,311,238 5.61 5.25 Borrowed Funds (47,986 ) 7,890 (40,096 ) $ 29,010,302 $ 25,608,958 4.03 % 3.59 % Total 107,731 143,797 251,528 Net interest income $ 88,476 $ (7,700 ) $ 80,776 43 Table 3 ANALYSIS OF NET INTEREST MARGIN (in thousands) 2025 2024 2023 Average earning assets $ 61,087,706 $ 40,945,851 $ 37,601,601 Interest-bearing liabilities 44,385,323 29,010,302 25,608,958 Interest-free funds $ 16,702,383 $ 11,935,549 $ 11,992,643 Free funds ratio (interest free funds to average earning assets) 27.34 % 29.15 % 31.89 % Tax-equivalent yield on earning assets 5.54 % 5.37 % 4.96 % Cost of interest-bearing liabilities 3.36 4.03 3.59 Net interest spread 2.18 % 1.34 % 1.37 % Benefit of interest-free funds 0.92 1.17 1.15 Net interest margin 3.10 % 2.51 % 2.52 % The Company experienced an increase in net interest income of $861.3 million, or 86.1%, for the year ended December 31, 2025, compared to 2024.
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.
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.
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.
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).
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.
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.
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.
Due to these risks, the Company is actively monitoring its exposure to commercial real estate. 51 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.
For further information on the Company’s investment securities, refer to Note 4, “Securities,” in the Notes to the Consolidated Financial Statements. 55 Other Earning Assets Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution’s funds in order to meet short-term liquidity needs.
For further information on the Company’s investment securities, refer to Note 4, “Securities,” in the Notes to the Consolidated Financial Statements. Other Earning Assets Federal funds transactions essentially are overnight loans between financial institutions, which allow for either the daily investment of excess funds or the daily borrowing of another institution’s funds in order to meet short-term liquidity needs.
Changes in Noninterest income are presented in Table 6 below. 45 The Company’s fee-based services offer multiple products and services, which management believes will more closely align with customer product demands. The Company is currently emphasizing fee-based services including trust and securities processing, bankcard, securities trading and brokerage and cash and treasury management.
Changes in Noninterest income are presented in Table 6 below. The Company’s fee-based services offer multiple products and services, which management believes will more closely align with customer product demands. The Company is currently emphasizing fee-based services including trust and securities processing, bankcard, securities trading and brokerage and cash and treasury management.
The increase in 2024 is primarily driven by increases in salaries and employee benefit expense of $40.5 million, increased legal and consulting fees of $16.2 million, increased processing fees of $14.8 million, and increased bankcard expense of $11.3 million, partially offset by decreased regulatory fees of $45.1 million related to the FDIC special assessment.
The increase in 2024 is primarily driven by increases in salaries and employee benefit expense of $40.5 million, increased legal and consulting fees of $16.2 million, increased processing fees of 39 $14.8 million, and increased bankcard expense of $11.3 million, partially offset by decreased regulatory fees of $45.1 million related to the FDIC special assessment.
For more information on loan portfolio segments, the Company’s ACL methodology, and management’s assumptions in estimating the ACL, refer to the section captioned “Allowance for Credit Losses” within Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements. 62
For more information on loan portfolio segments, the Company’s ACL methodology, and management’s assumptions in estimating the ACL, refer to the section captioned “Allowance for Credit Losses” within Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements.
The estimation 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 61 and include economic observation and loan loss characteristics.
The estimation 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.
(2) Includes the Company’s ACL (inclusive of the reserve for off-balance sheet arrangements), subordinated long-term debt, and trust preferred subordinated notes. (3) After credit conversion factor and risk weighting is applied. For further discussion of regulatory capital requirements, see Note 10, “Regulatory Requirements” within the Notes to Consolidated Financial Statements under Item 8.
(2) Includes the Company’s preferred stock. (3) Includes the Company’s ACL (inclusive of the reserve for off-balance sheet arrangements), subordinated long-term debt, and trust preferred subordinated notes. (4) After credit conversion factor and risk weighting is applied. For further discussion of regulatory capital requirements, see Note 10, “Regulatory Requirements” within the Notes to Consolidated Financial Statements under Item 8.
The increase in the effective tax rate from 2023 to 2024 is primarily attributable to a smaller portion of pre-tax income being earned from tax-exempt municipal securities and higher non-deductible acquisition costs in 2024. These increases were partially offset by an increase in federal tax credits, net of related amortization.
The increase in the effective tax rate from 2023 to 2024 is primarily attributable to a smaller proportion of pre-tax income being earned from tax-exempt municipal securities and higher non-deductible acquisition costs in 2024. These increases were partially offset by an increase in federal tax credits, net of related amortization.
The magnitude and duration of this impact will be largely dependent upon the FRB’s policy decisions and market movements. See Table 21 in Item 7A for an illustration of the impact of an interest rate increase or decrease on net interest income as of December 31, 2024.
The magnitude and duration of this impact will be largely dependent upon the FRB’s policy decisions and market movements. See Table 21 in Item 7A for an illustration of the impact of an interest rate increase or decrease on net interest income as of December 31, 2025.
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. 43 The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans.
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. 44 The process involves the consideration of quantitative and qualitative factors relevant to the specific segmentation of loans.
Agency Securities December 31, 2024 Fair Value Weighted Average Yield Fair Value Weighted Average Yield Due in one year or less $ 164,461 2.94 % $ 75,781 3.10 % Due after 1 year through 5 years 1,161,612 4.22 53,266 4.38 Due after 5 years through 10 years — — — — Due after 10 years — — — — Total $ 1,326,073 4.06 % $ 129,047 3.63 % Mortgage-backed Securities State and Political Subdivisions December 31, 2024 Fair Value Weighted Average Yield Fair Value Weighted Average Yield Due in one year or less $ 12,036 2.34 % $ 97,265 2.91 % Due after 1 year through 5 years 1,806,392 3.27 446,680 2.97 Due after 5 years through 10 years 2,554,980 2.31 297,816 3.04 Due after 10 years 47,522 4.26 376,808 3.29 Total $ 4,420,930 2.70 % $ 1,218,569 3.08 % 53 Corporates Collateralized Loan Obligations December 31, 2024 Fair Value Weighted Average Yield Fair Value Weighted Average Yield Due in one year or less $ 97,907 2.28 % $ — — % Due after 1 year through 5 years 124,565 1.88 63,635 6.10 Due after 5 years through 10 years 94,698 3.35 132,289 5.98 Due after 10 years — — 166,621 6.14 Total $ 317,170 2.45 % $ 362,545 6.08 % U.S.
Agency Securities December 31, 2024 Fair Value Weighted Average Yield Fair Value Weighted Average Yield Due in one year or less $ 164,461 2.94 % $ 75,781 3.10 % Due after 1 year through 5 years 1,161,612 4.22 53,266 4.38 Due after 5 years through 10 years — — — — Due after 10 years — — — — Total $ 1,326,073 4.06 % $ 129,047 3.63 % 54 Mortgage-backed Securities State and Political Subdivisions December 31, 2024 Fair Value Weighted Average Yield Fair Value Weighted Average Yield Due in one year or less $ 12,036 2.34 % $ 97,265 2.91 % Due after 1 year through 5 years 1,806,392 3.27 446,680 2.97 Due after 5 years through 10 years 2,554,980 2.31 297,816 3.04 Due after 10 years 47,522 4.26 376,808 3.29 Total $ 4,420,930 2.70 % $ 1,218,569 3.08 % Corporates Collateralized Loan Obligations December 31, 2024 Fair Value Weighted Average Yield Fair Value Weighted Average Yield Due in one year or less $ 97,907 2.28 % $ — — % Due after 1 year through 5 years 124,565 1.88 63,635 6.10 Due after 5 years through 10 years 94,698 3.35 132,289 5.98 Due after 10 years — — 166,621 6.14 Total $ 317,170 2.45 % $ 362,545 6.08 % Table 14 SECURITIES HELD TO MATURITY (in thousands) U.S.
The volume of interest earning-assets and the related funding sources, the overall mix of these assets and liabilities, and the interest rates paid on each affect net interest income. Table 2 summarizes the change in net interest income resulting from changes in volume and rates for 2024, 2023 and 2022.
The volume of interest earning-assets and the related funding sources, the overall mix of these assets and liabilities, and the interest rates paid on each affect net interest income. Table 2 summarizes the change in net interest income resulting from changes in volume and rates for 2025, 2024 and 2023.
These guidelines as of December 31, 2024, excluded net unrealized gains or losses on securities available for sale and net unrealized losses on securities held to maturity transferred from the available-for-sale category from the computation of regulatory capital and the related risk-based capital ratios.
These guidelines as of December 31, 2025, excluded net unrealized gains or losses on securities available for sale and net unrealized losses on securities held to maturity transferred from the available-for-sale category from the computation of regulatory capital and the related risk-based capital ratios.
A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest-free sources. Table 3 analyzes net interest margin for the three years ended December 31, 2024, 2023 and 2022.
A critical component of net interest income and related net interest margin is the percentage of earning assets funded by interest-free sources. Table 3 analyzes net interest margin for the three years ended December 31, 2025, 2024 and 2023.
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; 36 • 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 complete the planned issuance of shares of the Company’s common stock in connection with the forward sale agreements; • 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 with HTLF may not be fully realized or may take longer to realize than expected; • the Company’s ability to promptly and effectively integrate the merger of 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 environment 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 Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.
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; 36 • 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, including technology changes with respects to digital assets; • an increase of competitors that provide products or services offered by the Company, including competitors that may be subject to different regulatory standards or requirements; • 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 with HTLF may not be fully realized or may take longer to realize than expected; • the Company’s ability to promptly and effectively integrate the merger of 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 and geopolitical tensions, including instability in the Middle East, Russia's military action in Ukraine and developments in Latin America, pandemics, and their effects on economic and business environment 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 Risk Factors (Item 1A), Management’s Discussion and Analysis of Financial Condition and Results of Operations (Item 7), or the Notes to the Consolidated Financial Statements (Item 8) in this Annual Report on Form 10-K or described in any of the Company’s annual, quarterly or current reports.
As of December 31, 2024, the Company does not believe the decline in value in these portfolios is related to credit impairments and instead is due to increasing market interest rates.
As of December 31, 2025, the Company does not believe the decline in value in these portfolios is related to credit impairments and instead is due to increasing market interest rates.
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.” 50 Table 11 Investment CRE loans by industry as a percentage of total Company Loans December 31, 2024 December 31, 2023 Industrial 8.8 % 8.0 % Multifamily 7.4 5.0 Office building 3.9 4.2 Hotel 1.9 2.0 Retail 1.9 2.2 Other 4.6 5.1 Total Investment CRE 28.5 % 26.5 % The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by state.
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 11 Investment CRE loans by industry as a percentage of total Company Loans December 31, 2025 December 31, 2024 Industrial 8.1 % 8.8 % Multifamily 6.7 7.4 Office building 3.6 3.9 Retail 2.3 1.9 Hotel 2.0 1.9 Other 4.8 4.6 Total Investment CRE 27.5 % 28.5 % The following table presents the Company’s investment CRE (which includes non-owner occupied and construction loans) by state.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis This Management’s Discussion and Analysis highlights the material changes in the results of operations and changes in financial condition for each of the three years in the period ended December 31, 2024.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Management’s Discussion and Analysis This Management’s Discussion and Analysis highlights the material changes in the results of operations and changes in financial condition for each of the three years in the period ended December 31, 2025.
Repurchase agreements and federal funds purchased averaged $2.3 billion in 2024 and $2.2 billion in 2023. The Company enters into these transactions with its downstream correspondent banks, commercial customers, and various trust, mutual fund, and local government relationships.
Repurchase agreements and federal funds purchased averaged $2.8 billion in 2025 and $2.3 billion in 2024. The Company enters into these transactions with its downstream correspondent banks, commercial customers, and various trust, mutual fund, and local government relationships.
The dollar change and percent change columns highlight the respective net increase or decrease in the categories of noninterest income in 2024 compared to 2023, and in 2023 compared to 2022.
The dollar change and percent change columns highlight the respective net increase or decrease in the categories of noninterest income in 2025 compared to 2024, and in 2024 compared to 2023.
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 issues at an agreed-upon price and date. Securities sold under agreements to repurchase and federal funds purchased totaled $2.6 billion at December 31, 2024, and $2.1 billion at December 31, 2023.
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 issues at an agreed-upon price and date. Securities sold under agreements to repurchase and federal funds purchased totaled $3.3 billion at December 31, 2025, and $2.6 billion at December 31, 2024.
Additionally, in both 2024 and 2023, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. The letter of credit outstanding as of December 31, 2024 expired in January 2025 and was subsequently renewed with an expiration date in March 2025.
During 2024, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. The letter of credit outstanding as of December 31, 2024 expired in January 2025 and was subsequently renewed with an expiration date in March 2025.
Loan-related earning assets tend to generate a higher spread than those earned in the Company’s investment portfolio. By design, the Company’s investment portfolio is moderate in duration and liquid in its composition of assets. During 2025, approximately $1.5 billion of available-for-sale securities are expected to have principal repayments.
Loan-related earning assets tend to generate a higher spread than those earned in the Company’s investment portfolio. By design, the Company’s investment portfolio is moderate in duration and liquid in its composition of assets. During 2026, approximately $2.2 billion of available-for-sale securities are expected to have principal repayments.
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.
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.
The increase in 2024 was primarily driven by the gain on the sale of UMB Distribution Services, LLC, a legal settlement, and gains on the sale of other assets during 2024, coupled with increased bank-owned life insurance income. The increase in 2023 was primarily driven by market value changes in company-owned life insurance income.
The increase in 2024 was primarily driven by the gain on the sale of UMB Distribution Services, LLC, a legal settlement, and gains on the sale of other assets during 2024, coupled with increased bank-owned life insurance income.
Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund assets servicing. This income category increased by $33.4 million, or 13.0% in 2024, compared to 2023, and increased by $20.0 million, or 8.4%, in 2023, compared to 2022.
Trust and securities processing income consists of fees earned on personal and corporate trust accounts, custody of securities services, trust investments and wealth management services, and mutual fund assets servicing. This income category increased by $52.8 million, or 18.2% in 2025, compared to 2024, and increased by $33.4 million, or 13.0%, in 2024, compared to 2023.
For more information on loan portfolio segments and ACL methodology refer to Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements. 44 As illustrated in Table 5 below, the ACL increased as a percentage of total loans to 1.01% as of December 31, 2024, compared to 0.95% as of December 31, 2023.
For more information on loan portfolio segments and ACL methodology refer to Note 3, “Loans and Allowance for Credit Losses,” in the Notes to the Consolidated Financial Statements. 45 As illustrated in Table 5 below, the ACL increased as a percentage of total loans to 1.08% as of December 31, 2025, compared to 1.01% as of December 31, 2024.
Estimated uninsured deposits comprised approximately 72.0% and 68.2% of total deposits as of December 31, 2024 and December 31, 2023, 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 the Bank.
Estimated uninsured deposits comprised approximately 65.4% and 72.0% of total deposits as of December 31, 2025 and December 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 the Bank.
Interest-bearing due from banks totaled $8.0 billion as of December 31, 2024 compared to $5.2 billion as of December 31, 2023 and includes amounts due from the FRB and interest-bearing accounts held at other financial institutions. The amount due from the FRB averaged $3.4 billion and $2.0 billion during the years ended December 31, 2024 and 2023, respectively.
Interest-bearing due from banks totaled $6.9 billion as of December 31, 2025 compared to $8.0 billion as of December 31, 2024 and includes amounts due from the FRB and interest-bearing accounts held at other financial institutions. The amount due from the FRB averaged $6.0 billion and $3.4 billion during the years ended December 31, 2025 and 2024, respectively.
Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 2022 through 2024 are presented in Table 1 below.
Net interest income, average balance sheet amounts and the corresponding yields earned and rates paid for the years 2023 through 2025 are presented in Table 1 below.
The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies. The second financial objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet. For 2024, net interest income increased $80.8 million, or 8.8%, as compared to the previous year.
The Company also continues to evaluate core systems and will invest in enhancements that it believes will yield operating efficiencies. The second financial objective is to increase net interest income through profitable loan and deposit growth and the optimization of the balance sheet. For 2025, net interest income increased $861.3 million, or 86.1%, as compared to the previous year.
These amounts are reflected, on an after-tax basis, in the Company’s Accumulated other comprehensive income (loss) (AOCI) in shareholders’ equity, as an unrealized loss of $478.5 million at year-end 2024, compared to an unrealized loss of $471.9 million for 2023.
These amounts are reflected, on an after-tax basis, in the Company’s Accumulated other comprehensive income (loss) (AOCI) in shareholders’ equity, as an unrealized loss of $221.4 million at year-end 2025, compared to an unrealized loss of $478.5 million for 2024.
At December 31, 2024, the Company held securities purchased under agreements to resell of $545.0 million compared to $240.3 million at December 31, 2023. The Company uses these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for collateral purposes.
At December 31, 2025, the Company held securities purchased under agreements to resell of $1.5 billion compared to $545.0 million at December 31, 2024. The Company uses these instruments as short-term secured investments, in lieu of selling federal funds, or to acquire securities required for collateral purposes.
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 increased from 52.6 months at December 31, 2023 to 56.0 months at December 31, 2024.
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 increased from 56.0 months at December 31, 2024 to 74.8 months at December 31, 2025.
In addition to the borrowing capacity with the FHLB and at the Federal Reserve Discount Window as described above, the Company had additional liquidity of $12.4 billion available via cash, unpledged bond collateral, the federal funds market, and the IntraFi Cash Service program as of December 31, 2024.
In addition to the borrowing capacity with the FHLB as described above, the Company had additional liquidity of $35.1 billion available via cash, unpledged bond collateral, the federal funds market, the Federal Reserve Discount Window, and the IntraFi Cash Service program as of December 31, 2025.
The net borrowed position was $70.4 million at December 31, 2024 compared to $8.8 million at December 31, 2023. The Bank buys and sells federal funds as agent for non-affiliated banks. Because the transactions are pursuant to agency arrangements, these transactions do not appear on the balance sheet and averaged $161.7 million in 2024 and $192.6 million in 2023.
The net borrowed position was $32.1 million at December 31, 2025 compared to $70.4 million at December 31, 2024. The Bank buys and sells federal funds as agent for non-affiliated banks. Because the transactions are pursuant to agency arrangements, these transactions do not appear on the balance sheet and averaged $215.3 million in 2025 and $161.7 million in 2024.
The tax-equivalent interest income totaled $25.9 million, $26.4 million, and $25.8 million in 2024, 2023, and 2022, respectively. (2) Loan fees are included in interest income. Such fees totaled $21.4 million, $17.7 million, and $18.2 million in 2024, 2023, and 2022, respectively. (3) Loans on nonaccrual are included in the computation of average balances.
The tax-equivalent interest income totaled $32.9 million, $25.9 million, and $26.4 million in 2025, 2024, and 2023, respectively. (2) Loan fees are included in interest income. Such fees totaled $24.5 million, $21.4 million, and $17.7 million in 2025, 2024, and 2023, respectively. (3) Loans on nonaccrual are included in the computation of average balances.
Balances will fluctuate based on the Company’s liquidity and investment decisions as well as the Company’s correspondent bank borrowing levels. These investments averaged $303.0 million in 2024 and $310.5 million in 2023. The Company also maintains an active securities trading inventory.
Balances will 56 fluctuate based on the Company’s liquidity and investment decisions as well as the Company’s correspondent bank borrowing levels. These investments averaged $776.8 million in 2025 and $303.0 million in 2024. The Company also maintains an active securities trading inventory.
Collateralized deposits are public fund deposits or corporate trust deposits that are collateralized by high quality securities within the investment portfolio. Excluding affiliate deposits of $2.4 billion and collateralized deposits of $6.0 billion, the adjusted estimated uninsured deposits were $22.7 billion as of December 31, 2024.
Collateralized deposits are public fund deposits or corporate trust deposits that are collateralized by high quality securities within the investment portfolio. Excluding affiliate deposits of $2.9 billion and collateralized deposits of $7.6 billion, the adjusted estimated uninsured deposits were $29.2 billion as of December 31, 2025.
This includes approximately $317 million that will have principal repayments during the first quarter of 2025. The available-for-sale investment portfolio had an average life of 56.0 months, 52.6 months, and 62.3 months as of December 31, 2024, 2023, and 2022, respectively.
This includes approximately $669 million that will have principal repayments during the first quarter of 2026. The available-for-sale investment portfolio had an average life of 74.8 months, 56.0 months, and 52.6 months as of December 31, 2025, 2024, and 2023, respectively.
The increase in 2024 was primarily driven by gain on sale of one of the Company's securities without readily determinable fair value in 2024, coupled with the impairment of one available-for-sale debt security in 2023. The decrease in 2023 was primarily driven by a $66.2 million gain realized on the sale of the Company’s Visa Inc.
The increase in 2024 was primarily driven by a gain on the sale of one of the Company's securities without readily determinable fair value in 2024, coupled with the impairment of one available-for-sale debt security in 2023.
Commercial and industrial loans and commercial real estate loans continue to represent the largest segments of the Company’s loan portfolio, comprising approximately 42.5% and 39.5%, respectively, of total loans and loans held for sale at the end of 2024 and 42.8% and 38.4%, respectively, of total loans and loans held for sale at the end of 2023.
Commercial and industrial loans and commercial real estate loans continue to represent the largest segments of the Company’s loan portfolio, comprising approximately 42.0% and 42.2%, respectively, of total loans and loans held for sale at the end of 2025 and 42.5% and 39.5%, respectively, of total loans and loans held for sale at the end of 2024.
Investment securities totaled $13.7 billion as of December 31, 2024 and $13.3 billion as of December 31, 2023 and comprised 28.5% and 31.9% of the Company’s earning assets, respectively, as of those dates.
Investment securities totaled $20.1 billion as of December 31, 2025 and $13.7 billion as of December 31, 2024 and comprised 29.9% and 28.5% of the Company’s earning assets, respectively, as of those dates.
The increase in 2024 is primarily driven by increased trust and securities processing of $33.4 million, increased other income of $14.1 million, increased investment securities gains, net of $13.9 million, and increased bankcard fees of $13.1 million.
The increase in 2024 is primarily driven by increased trust and securities processing of $33.4 million, increased other income of $14.1 million, increased investment securities gains, net of $13.9 million, and increased bankcard fees of $13.1 million. The change in noninterest income in 2025 from 2024, and 2024 from 2023 is illustrated in Table 6.
The Company has seen a small increase in the benefit from interest-free funds as compared to 2023 driven by the changes in short-term interest rates. The impact of this benefit increased two basis points compared to 2023 and is illustrated on Table 3.
The Company has seen a decrease in the benefit from interest-free funds as compared to 2024 driven by the changes in short-term interest rates. The impact of this benefit decreased 25 basis points compared to 2024 and is illustrated on Table 3.
The Board authorized, at its April 26, 2022 meeting, the repurchase of up to two million shares of the Company’s common stock during the twelve months following the meeting (a Repurchase Authorization). The Board authorized, at its July 25, 2023, and April 30, 2024 meetings, the repurchase of up to one million shares of the Company's common stock.
The Board 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 the meeting (a Repurchase Authorization).
Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates. Noninterest income increased in 2024 by $86.3 million, or 15.9%, compared to 2023 and decreased in 2023 by $12.4 million, or 2.2%, compared to 2022.
Fee-based services are typically non-credit related and are not generally affected by fluctuations in interest rates. Noninterest income increased in 2025 by $161.9 million, or 25.8%, compared to 2024 and increased in 2024 by $86.3 million, or 15.9%, compared to 2023.
The average holdings in the securities trading inventory in 2024 were $22.3 million, compared to $14.0 million in 2023, and were recorded at fair market value.
The average holdings in the securities trading inventory in 2025 were $17.2 million, compared to $22.3 million in 2024, and were recorded at fair market value.
Balance Sheet Analysis Loans and Loans Held For Sale Loans represent the Company’s largest source of interest income. Loan balances held for investment increased by $2.5 billion, or 10.7%, in 2024.
Balance Sheet Analysis Loans and Loans Held For Sale Loans represent the Company’s largest source of interest income. Loan balances held for investment increased by $13.1 billion, or 51.2%, in 2025.
The decrease in 2024 and the increase in 2023 was driven by the FDIC special assessment of $52.8 million recorded in 2023. Other noninterest expense decreased $3.7 million, or 10.8%, in 2024 compared to 2023 and decreased $8.9 million, or 20.7%, in 2023 compared to 2022.
The decrease in 2025 and the decrease in 2024 was driven by the FDIC special assessment of $52.8 million recorded in 2023. Other noninterest expense increased $58.6 million, or 191.7%, in 2025 compared to 2024 and decreased $3.7 million, or 10.8%, in 2024 compared to 2023.
Net interest income increased $7.1 million, or 3.7%, compared to the same period last year, due to an increase in funds transfer pricing due to the increase in interest rates. Provision for credit losses increased $1.4 million as compared to 2023, driven by loan growth, portfolio metric changes, and changes in the macro-economic metrics in 2024 as compared to 2023.
Net interest income increased $61.1 million, or 31.0%, compared to the same period last year, due to an increase in funds transfer pricing resulting from higher deposit balances. Provision for credit losses increased $0.7 million as compared to 2024, driven by loan growth, portfolio metric changes, and changes in the macro-economic metrics in 2025 as compared to 2024.
This follows an increase of $6.3 million, or 0.7%, for the year ended December 31, 2023, compared to 2022. Average earning assets for the year ended December 31, 2024 increased by $3.3 billion, or 8.9%, compared to the same period in 2023. Net interest margin, on a tax-equivalent basis, decreased to 2.51% for 2024 compared to 2.52% in 2023.
This follows an increase of $80.8 million, or 8.8%, for the year ended December 31, 2024, compared to 2023. Average earning assets for the year ended December 31, 2025 increased by $20.1 billion, or 49.2%, compared to the same period in 2024. Net interest margin, on a tax-equivalent basis, increased to 3.10% for 2025 compared to 2.51% in 2024.
The increase in the FRB balance at December 31, 2024 compared to the prior year is primarily due to an increase in deposit balances. The interest-bearing accounts held at other financial institutions totaled $110.8 million and $78.7 million at December 31, 2024 and 2023, respectively. Deposits and Borrowed Funds Deposits represent the Company’s primary funding source for its asset base.
The increase in the FRB balance at December 31, 2025 compared to the prior year is primarily related to the acquisition of HTLF. The interest-bearing accounts held at other financial institutions totaled $121.1 million and $110.8 million at December 31, 2025 and 2024, respectively. Deposits and Borrowed Funds Deposits represent the Company’s primary funding source for its asset base.
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.
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.
As illustrated in Table 3, the impact from these interest-free funds was 117 basis points in 2024, as compared to 115 basis points in 2023 and 43 basis points in 2022. The Company experienced an increase in net interest income during 2024 due to a volume variance of $88.5 million, offset by a negative rate variance of $7.7 million.
As illustrated in Table 3, the impact from these interest-free funds was 92 basis points in 2025, as compared to 117 basis points in 2024 and 115 basis points in 2023. The Company experienced an increase in net interest income during 2025 due to a volume variance of $611.3 million and a rate variance of $250.0 million.
The Company received $107.9 million, after deducting underwriting discounts and commissions and offering 59 expenses, and used the proceeds from the offering for general corporate purposes, including, among other uses, contributing Tier 1 capital into the Bank.
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 remainder of the Company’s long-term debt was assumed from the acquisition of Marquette Financial Companies (Marquette) in 2015 and consists of debt obligations payable to four unconsolidated trusts (Marquette Capital Trust I, Marquette Capital Trust II, Marquette Capital Trust III, and Marquette Capital Trust IV) that previously issued trust preferred securities.
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.
The volume of interest-bearing liabilities increased from $25.6 billion in 2023 to $29.0 billion in 2024. The Company expects to see continued volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints. These changing economic conditions and governmental responses could have impacts on the balance sheet and income statement of the Company in 2025.
The Company expects to see continued volatility in the economic markets and governmental responses to inflation, geopolitical tensions, and supply chain constraints. These changing economic conditions and governmental responses could have impacts on the balance sheet and income statement of the Company in 2025.
Trading and investment banking income increased $4.6 million, or 23.4%, in 2024 compared to 2023 and decreased $3.6 million, or 15.4%, in 2023 compared to 2022. The increase in 2024 compared to 2023 and the decrease in 2023 compared to 2022 was driven by increased and decreased bond trading income, respectively.
Trading and investment banking income increased $1.1 million, or 4.5%, in 2025 compared to 2024 and increased $4.6 million, or 23.4%, in 2024 compared to 2023. The increase in 2025 compared to 2024 and the increase in 2024 compared to 2023 was driven by increased bond trading income.
The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $61.1 million for the year ended December 31, 2024, which is an increase of $19.8 million, or 48.1%, compared to the same period in 2023. The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $41.2 million for the year ended December 31, 2023.
The provision for credit losses, including provision for off-balance sheet credit exposures, totaled $154.5 million for the year ended December 31, 2025, which is an increase of $93.5 million, or 153.1%, compared to the same period in 2024.
Management does not anticipate any material losses from its off-balance sheet arrangements. Table 20 COMMITMENTS, MATERIAL CASH REQUIREMENTS AND OFF-BALANCE SHEET ARRANGEMENTS (in thousands) The table below details the commitments, material cash requirements, and off-balance sheet arrangements for the Company as of December 31, 2024 and includes principal payments only. The Company has no capital leases or long-term purchase obligations.
Management does not anticipate any material losses from its off-balance sheet arrangements. 61 Table 19 COMMITMENTS, MATERIAL CASH REQUIREMENTS AND OFF-BALANCE SHEET ARRANGEMENTS (in thousands) The table below details the commitments, material cash requirements, and off-balance sheet arrangements for the Company as of December 31, 2025 and includes principal payments only.
At December 31, 2024, the Company had a total risk-based capital ratio of 13.21% and $3.5 billion in total shareholders’ equity, an increase of $366.1 million, or 11.8%, compared to total shareholders’ equity at December 31, 2023. The Company did not repurchase shares of common stock during 2024 except for shares acquired pursuant to the Company's share-based incentive programs.
At December 31, 2025, the Company had a total risk-based capital ratio of 13.36% and $7.7 billion in total shareholders’ equity, an increase of $4.2 billion, or 121.9%, compared to total shareholders’ equity at December 31, 2024. The Company did not repurchase 38 shares of common stock during 2025 except for shares acquired pursuant to the Company's share-based incentive programs.
Under the terms of the Merger Agreement, HTLF stockholders received a fixed exchange ratio of 0.55 shares of the Company’s common stock for each share of HTLF stock, with a total market value of approximately $2.8 billion.
Pending regulatory approval and approval by the shareholders of the Company and HTLF, and the merger closed on January 31, 2025. Under the terms of the Merger Agreement, HTLF stockholders received a fixed exchange ratio of 58 0.55 shares of the Company’s common stock for each share of HTLF stock, with a total market value of approximately $2.8 billion.
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 $10.5 billion of securities pledged to secure U.S. Government deposits, other public deposits, certain trust deposits, derivative transactions, and repurchase agreements at December 31, 2024.
Management expects collateral pledging requirements for public funds, loan demand, and deposit funding to be the primary factors impacting changes in the level of AFS securities. There were $13.4 billion and $10.5 billion of securities pledged to secure U.S.
The amounts presented are not necessarily indicative of actual future charge-offs in any particular category and are subject to change. 2024 2023 At December 31: Allowance for credit losses Percent of loans to total loans Allowance for credit losses Percent of loans to total loans Commercial and industrial $ 160,912 42.5 % $ 155,658 42.8 % Specialty lending — 1.8 — 2.2 Commercial real estate 77,340 39.5 45,507 38.4 Consumer real estate 4,327 12.4 6,941 12.8 Consumer 966 0.8 1,089 0.7 Credit cards 14,272 2.3 7,935 1.8 Leases and other 1,272 0.7 2,608 1.3 Total allowance for credit losses on loans $ 259,089 100.0 % $ 219,738 100.0 % Table 5 presents a summary of the Company’s ACL for the years ended December 31, 2024 and 2023.
The amounts presented are not necessarily indicative of actual future charge-offs in any particular category and are subject to change. 2025 2024 At December 31: Allowance for credit losses Percent of loans to total loans Allowance for credit losses Percent of loans to total loans Commercial and industrial $ 240,324 42.1 % $ 161,553 42.9 % Specialty lending — 1.3 — 1.8 Commercial real estate 151,060 42.2 77,340 39.5 Consumer real estate 6,938 11.4 4,327 12.4 Consumer 1,387 0.6 966 0.8 Credit cards 18,042 1.8 14,272 2.3 Leases and other 1,727 0.6 631 0.3 Total allowance for credit losses on loans $ 419,478 100.0 % $ 259,089 100.0 % Table 5 presents a summary of the Company’s ACL for the years ended December 31, 2025 and 2024.
Brokerage fees increased $7.4 million, or 13.8%, in 2024 compared to 2023 and increased $11.1 million, or 25.8%, in 2023 compared to 2022. The increase in both years was driven by increased 12b-1 and money market fees driven by the increase in short-term interest rates.
The increase in both years was driven by increased 12b-1 and money market fees driven by the increase in short-term interest rates. Bankcard fees increased $26.1 million, or 29.8%, in 2025 compared to 2024, and increased $13.1 million, or 17.5%, in 2024 compared to 2023.
Commercial real estate loans increased $1.2 billion, or 13.9%, compared to 2023. 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.
As a percentage of total loans, commercial real estate comprised 42.2% of total loans compared to 39.5% in 2024. Commercial real estate loans generally involve a greater degree of credit risk than consumer real estate loans because they typically have larger balances and are more affected by adverse conditions in the economy.
Many of these commercial accounts do not earn interest; however, they receive an earnings credit to offset the cost of other services provided by the Company.
The Company’s large commercial customer base provides a significant source of noninterest-bearing deposits. Many of these commercial accounts do not earn interest; however, they receive an earnings credit to offset the cost of other services provided by the Company.
From 2022 to 2023 the increase was driven by the $52.8 million FDIC special assessment, increases in salaries and employee benefits expense and processing fees, and partially offset by a decrease in other miscellaneous expense. Table 7 below summarizes the components of noninterest expense and the respective year-over-year changes for each category.
From 2023 to 2024 the increase was driven primarily by increased salaries and employee benefits expense, legal and consulting expense, and processing fees, partially offset by a decrease in regulatory fees. Table 7 below summarizes the components of noninterest expense and the respective year-over-year changes for each category.
Table 18 ANALYSIS OF AVERAGE DEPOSITS (in thousands) December 31, 2024 2023 Amount: Noninterest-bearing demand $ 10,077,251 $ 10,640,344 Interest-bearing demand and savings 22,949,608 18,374,884 Time deposits under $250,000 1,113,096 1,967,028 Total core deposits 34,139,955 30,982,256 Time deposits of $250,000 or more 1,161,497 780,393 Total deposits $ 35,301,452 $ 31,762,649 As a % of total deposits: Noninterest-bearing demand 28.5 % 33.5 % Interest-bearing demand and savings 65.0 57.8 Time deposits under $250,000 3.2 6.2 Total core deposits 96.7 97.5 Time deposits of $250,000 or more 3.3 2.5 Total deposits 100.0 % 100.0 % Capital Resources and Liquidity The Company places a significant emphasis on the maintenance of a strong capital position, which it 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.
Table 17 ANALYSIS OF AVERAGE DEPOSITS (in thousands) December 31, 2025 2024 Amount: Noninterest-bearing demand $ 14,105,537 $ 10,077,251 Interest-bearing demand and savings 37,721,002 22,949,608 Time deposits under $250,000 1,034,746 1,113,096 Total core deposits 52,861,285 34,139,955 Time deposits of $250,000 or more 2,226,060 1,161,497 Total deposits $ 55,087,345 $ 35,301,452 As a % of total deposits: Noninterest-bearing demand 25.6 % 28.5 % Interest-bearing demand and savings 68.5 65.0 Time deposits under $250,000 1.9 3.2 Total core deposits 96.0 96.7 Time deposits of $250,000 or more 4.0 3.3 Total deposits 100.0 % 100.0 % Capital Resources and Liquidity The Company places a significant emphasis on the maintenance of a strong capital position, which it 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 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. 39 Table 1 THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis) (in millions) 2024 2023 Average Balance Interest Income/ Expense (1) Rate Earned/ Paid (1) Average Balance Interest Income/ Expense (1) Rate Earned/ Paid (1) ASSETS Loans and loans held for sale (FTE) (2) (3) $ 24,212.6 $ 1,613.2 6.66 % $ 22,337.1 $ 1,400.2 6.27 % Securities: Taxable 9,290.8 257.6 2.77 9,097.1 215.0 2.36 Tax-exempt (FTE) 3,634.6 124.9 3.44 3,790.9 128.2 3.38 Total securities 12,925.4 382.5 2.96 12,888.0 343.2 2.66 Federal funds sold and resell agreements 303.1 17.6 5.82 316.1 17.7 5.58 Interest-bearing due from banks 3,482.4 182.1 5.23 2,046.4 103.2 5.04 Other earning assets (FTE) 22.3 1.5 6.53 14.0 0.8 5.65 Total earning assets (FTE) 40,945.8 2,196.9 5.37 37,601.6 1,865.1 4.96 Allowance for credit losses (235.4 ) (216.2 ) Cash and due from banks 459.6 456.6 Other assets 2,019.8 1,888.3 Total assets $ 43,189.8 $ 39,730.3 LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing demand and savings deposits $ 22,949.6 $ 882.6 3.85 % $ 18,374.9 $ 588.3 3.20 % Time deposits under $250,000 1,113.1 65.4 5.88 1,967.0 92.4 4.70 Time deposits of $250,000 or more 1,161.5 34.3 2.95 780.4 23.5 3.01 Total interest-bearing deposits 25,224.2 982.3 3.89 21,122.3 704.2 3.33 Short-term debt 1,063.4 53.4 5.02 1,929.0 96.4 5.00 Long-term debt 384.2 27.8 7.24 382.3 25.0 6.54 Federal funds purchased 80.1 4.1 5.05 170.0 8.4 4.97 Securities sold under agreements to repurchase 2,258.4 102.5 4.54 2,005.4 84.6 4.22 Total interest-bearing liabilities 29,010.3 1,170.1 4.03 25,609.0 918.6 3.59 Noninterest-bearing demand deposits 10,077.2 10,640.4 Other 769.5 618.2 Total 39,857.0 36,867.6 Total shareholders' equity 3,332.8 2,862.7 Total liabilities and shareholders' equity $ 43,189.8 $ 39,730.3 Net interest income (FTE) $ 1,026.8 $ 946.5 Net interest spread (FTE) 1.34 % 1.37 % Net interest margin (FTE) 2.51 % 2.52 % (1) Interest income and yields are stated on an FTE basis, using a federal income tax rate of 21% for 2024, 2023, and 2022.
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. 40 Table 1 THREE YEAR AVERAGE BALANCE SHEETS/YIELDS AND RATES (tax-equivalent basis) (in millions) 2025 2024 Average Balance Interest Income/ Expense (1) Rate Earned/ Paid (1) Average Balance Interest Income/ Expense (1) Rate Earned/ Paid (1) ASSETS Loans and loans held for sale (FTE) (2) (3) $ 36,069.3 $ 2,415.6 6.70 % $ 24,212.6 $ 1,613.2 6.66 % Securities: Taxable 13,844.2 504.6 3.65 9,290.8 257.6 2.77 Tax-exempt (FTE) 4,284.5 162.7 3.80 3,634.6 124.9 3.44 Total securities 18,128.7 667.3 3.68 12,925.4 382.5 2.96 Federal funds sold and resell agreements 777.2 38.2 4.91 303.1 17.6 5.82 Interest-bearing due from banks 6,095.3 264.9 4.35 3,482.4 182.1 5.23 Other earning assets (FTE) 17.2 1.2 6.79 22.3 1.5 6.53 Total earning assets (FTE) 61,087.7 3,387.2 5.54 40,945.8 2,196.9 5.37 Allowance for credit losses (369.5 ) (235.4 ) Cash and due from banks 723.2 459.6 Other assets 4,814.7 2,019.8 Total assets $ 66,256.1 $ 43,189.8 LIABILITIES AND SHAREHOLDERS' EQUITY Interest-bearing demand and savings deposits $ 37,721.0 $ 1,213.9 3.22 % $ 22,949.6 $ 882.6 3.85 % Time deposits under $250,000 1,034.7 38.9 3.76 1,113.1 65.4 5.88 Time deposits of $250,000 or more 2,226.1 83.7 3.76 1,161.5 34.3 2.95 Total interest-bearing deposits 40,981.8 1,336.5 3.26 25,224.2 982.3 3.89 Short-term debt — — — 1,063.4 53.4 5.02 Long-term debt 581.5 46.8 8.05 384.2 27.8 7.24 Federal funds purchased 87.0 3.8 4.20 80.1 4.1 5.05 Securities sold under agreements to repurchase 2,735.0 105.0 3.84 2,258.4 102.5 4.54 Total interest-bearing liabilities 44,385.3 1,492.1 3.36 29,010.3 1,170.1 4.03 Noninterest-bearing demand deposits 14,105.6 10,077.2 Other 871.4 769.5 Total 59,362.3 39,857.0 Total shareholders' equity 6,893.8 3,332.8 Total liabilities and shareholders' equity $ 66,256.1 $ 43,189.8 Net interest income (FTE) $ 1,895.1 $ 1,026.8 Net interest spread (FTE) 2.18 % 1.34 % Net interest margin (FTE) 3.10 % 2.51 % (1) Interest income and yields are stated on an FTE basis, using a federal income tax rate of 21% for 2025, 2024, and 2023.
The Company funds a significant portion of its balance sheet with noninterest-bearing demand deposits. Noninterest-bearing demand deposits represented 31.6%, 33.9% and 40.6% of total outstanding deposits as of December 31, 2024, 2023 and 2022, respectively. The decrease in 2024 is driven by the increase in short-term interest rates.
The Company funds a significant portion of its balance sheet with noninterest-bearing demand deposits. Noninterest-bearing demand deposits represented 28.3%, 31.6% and 33.9% of total outstanding deposits as of December 31, 2025, 2024 and 2023, respectively. The decrease in 2025 is driven by mix shifts in deposits related to the HTLF acquisition.
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. 37 Results of Operations Overview The Company focuses on the following four core financial objectives.
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. 37 Results of Operations Overview On January 31, 2025, UMBF completed its previously announced acquisition of Heartland Financial, USA, Inc. (HTLF).
Noninterest expense increased in 2024 by $27.5 million, or 2.8%, compared to 2023 and increased by $101.0 million, or 11.2%, in 2023 compared to 2022.
Noninterest expense increased in 2025 by $596.1 million, or 58.1%, compared to 2024 and increased by $27.5 million, or 2.8%, in 2024 compared to 2023.
During 2022, securities with an amortized cost of $4.1 billion and a fair value of $3.8 billion were transferred from the AFS classification to the HTM classification as the Company has the positive intent and ability to hold these securities to maturity. The transfers of securities were made at fair value at the time of transfer.
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

26 edited+5 added−6 removed33 unchanged
Biggest changeTable 22 INTEREST RATE SENSITIVITY ANALYSIS (in millions) 1-90 91-180 181-365 1-5 Over 5 Days Days Days Total Years Years Total December 31, 2024 Earning assets Loans $ 16,421.1 $ 531.3 $ 865.8 $ 17,818.2 $ 5,676.3 $ 2,150.6 $ 25,645.1 Securities 1,054.4 618.9 657.6 2,330.9 5,538.6 5,754.8 13,624.3 Federal funds sold and resell agreements 545.0 — — 545.0 — — 545.0 Other 8,014.2 — — 8,014.2 0.5 — 8,014.7 Total earning assets $ 26,034.7 $ 1,150.2 $ 1,523.4 $ 28,708.3 $ 11,215.4 $ 7,905.4 $ 47,829.1 % of total earning assets 54.4 % 2.4 % 3.2 % 60.0 % 23.5 % 16.5 % 100.0 % Funding sources Interest-bearing demand and savings $ 27,397.2 $ — $ — $ 27,397.2 $ — $ — $ 27,397.2 Time deposits 1,412.8 404.8 235.7 2,053.3 72.0 2.4 2,127.7 Federal funds purchased and repurchase agreements 2,609.7 — — 2,609.7 — — 2,609.7 Long term debt 76.8 — 199.7 276.5 108.8 — 385.3 Noninterest-bearing sources 13,617.1 — — 13,617.1 — 1,692.1 15,309.2 Total funding sources $ 45,113.6 $ 404.8 $ 435.4 $ 45,953.8 $ 180.8 $ 1,694.5 $ 47,829.1 % of total earning assets 94.3 % 0.8 % 1.0 % 96.1 % 0.4 % 3.5 % 100.0 % Interest sensitivity gap $ (19,078.9 ) $ 745.4 $ 1,088.0 $ (17,245.5 ) $ 11,034.6 $ 6,210.9 Cumulative gap (19,078.9 ) (18,333.5 ) (17,245.5 ) (17,245.5 ) (6,210.9 ) — As a % of total earning assets (39.9 )% (38.3 )% (36.1 )% (36.1 )% (13.0 )% — % Ratio of earning assets to funding sources 0.58 2.84 3.50 0.62 62.03 4.67 Cumulative ratio of earning assets to funding sources 2024 0.58 0.60 0.62 0.62 0.87 1.00 2023 0.61 0.61 0.64 0.64 0.88 1.00 65 Table 23 Maturities and Sensitivities to Changes in Interest Rates This table details loan maturities by variable and fixed rates as of December 31, 2024 (in thousands): Due in one year or less Due after one year through five years Due after five years through fifteen years Due after fifteen years Total Variable Rate Commercial and industrial $ 8,154,233 $ 32,809 $ 25 $ — $ 8,187,067 Specialty lending 469,194 — — — 469,194 Commercial real estate 6,129,672 107,380 2,470 — 6,239,522 Consumer real estate 553,279 557,575 265,245 — 1,376,099 Consumer 107,335 39 — — 107,374 Credit cards 578,716 50 — — 578,766 Leases and other 155,425 258 — — 155,683 Total variable rate loans 16,147,854 698,111 267,740 — 17,113,705 Fixed Rate Commercial and industrial 634,199 1,884,237 195,999 — 2,714,435 Specialty lending — — — — — Commercial real estate 697,756 2,362,633 829,143 2,231 3,891,763 Consumer real estate 290,643 669,756 636,992 216,396 1,813,787 Consumer 47,724 37,799 866 97 86,486 Credit cards — — — — — Leases and other — 23,712 1,169 — 24,881 Total fixed rate loans 1,670,322 4,978,137 1,664,169 218,724 8,531,352 Total loans and loans held for sale $ 17,818,176 $ 5,676,248 $ 1,931,909 $ 218,724 $ 25,645,057 Trading Account The Bank carries taxable governmental securities in a trading account that is maintained in accordance with Board-approved policy and procedures.
Biggest changeTable 21 INTEREST RATE SENSITIVITY ANALYSIS (in millions) 1-90 91-180 181-365 1-5 Over 5 Days Days Days Total Years Years Total December 31, 2025 Earning assets Loans $ 26,031.2 $ 1,032.1 $ 1,528.2 $ 28,591.5 $ 8,166.9 $ 2,023.0 $ 38,781.4 Securities 1,459.5 628.7 1,058.9 3,147.1 7,832.0 9,130.6 20,109.7 Federal funds sold and resell agreements 1,548.1 — — 1,548.1 — — 1,548.1 Other 6,962.9 — — 6,962.9 — — 6,962.9 Total earning assets $ 36,001.7 $ 1,660.8 $ 2,587.1 $ 40,249.6 $ 15,998.9 $ 11,153.6 $ 67,402.1 % of total earning assets 53.4 % 2.5 % 3.8 % 59.7 % 23.7 % 16.6 % 100.0 % Funding sources Interest-bearing demand and savings $ 39,752.6 $ — $ — $ 39,752.6 $ — $ — $ 39,752.6 Time deposits 2,106.9 749.0 758.8 3,614.7 144.0 2.2 3,760.9 Federal funds purchased and repurchase agreements 3,324.9 — — 3,324.9 — — 3,324.9 Long term debt 220.0 — 144.9 364.9 109.3 — 474.2 Noninterest-bearing sources 17,143.4 — — 17,143.4 — 2,946.1 20,089.5 Total funding sources $ 62,547.8 $ 749.0 $ 903.7 $ 64,200.5 $ 253.3 $ 2,948.3 $ 67,402.1 % of total earning assets 92.8 % 1.1 % 1.3 % 95.2 % 0.4 % 4.4 % 100.0 % Interest sensitivity gap $ (26,546.1 ) $ 911.8 $ 1,683.4 $ (23,950.9 ) $ 15,745.6 $ 8,205.3 Cumulative gap (26,546.1 ) (25,634.3 ) (23,950.9 ) (23,950.9 ) (8,205.3 ) — As a % of total earning assets (39.4 )% (38.0 )% (35.5 )% (35.5 )% (12.2 )% — % Ratio of earning assets to funding sources 0.58 2.22 2.86 0.63 63.16 3.78 Cumulative ratio of earning assets to funding sources 2025 0.58 0.60 0.63 0.63 0.87 1.00 2024 0.58 0.60 0.62 0.62 0.87 1.00 67 Table 22 Maturities and Sensitivities to Changes in Interest Rates This table details loan maturities by variable and fixed rates as of December 31, 2025 (in thousands): Due in one year or less Due after one year through five years Due after five years through fifteen years Due after fifteen years Total Variable Rate Commercial and industrial $ 12,796,916 $ 125,919 $ 8,951 $ — $ 12,931,786 Specialty lending 518,237 — — — 518,237 Commercial real estate 9,982,792 504,883 11,094 — 10,498,769 Consumer real estate 1,057,762 733,182 243,066 — 2,034,010 Consumer 174,272 114 — — 174,386 Credit cards 700,525 208 — — 700,733 Leases and other 213,745 1,036 — — 214,781 Total variable rate loans 25,444,249 1,365,342 263,111 — 27,072,702 Fixed Rate Commercial and industrial 868,424 2,309,459 160,809 42 3,338,734 Specialty lending — — — — — Commercial real estate 1,647,823 3,473,889 749,788 5,970 5,877,470 Consumer real estate 592,037 970,589 682,562 159,300 2,404,488 Consumer 31,742 32,181 502 — 64,425 Credit cards — — — — — Leases and other 7,271 15,476 871 1 23,619 Total fixed rate loans 3,147,297 6,801,594 1,594,532 165,313 11,708,736 Total loans and loans held for sale $ 28,591,546 $ 8,166,936 $ 1,857,643 $ 165,313 $ 38,781,438 Trading Account The Company carries securities in a trading account that is maintained in accordance with Board-approved policy and procedures.
The Company utilizes a centralized credit administration function, which provides information on the Bank’s risk levels, delinquencies, an internal risk grading 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.
The Company utilizes a centralized credit administration function, which provides information on the Bank’s 68 risk levels, delinquencies, an internal risk grading 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.
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. 69 The Company maintains systems of internal controls that provide management with timely and accurate information about the Company’s operations.
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.
This review team performs periodic 66 examinations of the Bank’s loans for credit quality, documentation and loan administration. The respective regulatory authority of the Bank also reviews 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.
This review team performs periodic examinations of the Bank’s loans for credit quality, documentation and loan administration. The respective regulatory authority of the Bank also reviews 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.
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.
In certain cases, the Company has experienced losses from operational risk. Such losses have included the effects of operational errors 71 that the Company has discovered and included as expense in the statement of income.
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 $7.8 billion of high-quality securities available for sale.
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 $13.7 billion of high-quality securities available for sale.
The discussion in Table 22 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.
The discussion in Table 21 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.
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. 70
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. 72
Table 23 presents the break-out of fixed and variable rate loans by repricing or maturity characteristics for each loan class.
Table 22 presents the break-out of fixed and variable rate loans by repricing or maturity characteristics for each loan class.
Also, it does not necessarily predict the impact of changes in general levels of interest rates on net interest income. 64 Table 22 is a static gap analysis, which presents the Company’s assets and liabilities, based on their repricing or maturity characteristics and reflecting principal amortization.
Also, it does not necessarily predict the impact of changes in general levels of interest rates on net interest income. 66 Table 21 is a static gap analysis, which presents the Company’s assets and liabilities, based on their repricing or maturity characteristics and reflecting principal amortization.
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. 63 Table 21 shows the net interest income percentage increase or decrease over the next twelve- and twenty-four-month periods as of December 31, 2024 and 2023 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.
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. 65 Table 20 shows the net interest income percentage increase or decrease over the next twelve- and twenty-four-month periods as of December 31, 2025 and 2024 based on hypothetical changes in interest rates and a constant sized balance sheet with runoff being replaced.
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 $196 thousand of restructured loans at December 31, 2024 and $548 thousand at December 31, 2023.
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 $169 thousand of restructured loans at December 31, 2025 and $196 thousand at December 31, 2024.
Additionally, in both 2024 and 2023, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. The letter of credit outstanding as of December 31, 2024 expired in January 2025 and was subsequently renewed with an expiration date in February 2025.
During 2024, the FHLB of Des Moines issued a letter of credit for $150.0 million on behalf of the Company to secure deposits. The letter of credit outstanding as of December 31, 2024 expired in January 2025 and was subsequently renewed with an expiration date in March 2025.
These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed due to the pledging restriction. At December 31, 2024, $10.5 billion, or 80.1%, of securities were pledged or used as collateral, compared to $10.1 billion, or 79.2%, at December 31, 2023. The Company also has other commercial commitments that may impact liquidity.
These pledging requirements affect liquidity risk in that the related security cannot otherwise be disposed due to the pledging restriction. At December 31, 2025, $13.4 billion, or 68.8%, of securities were pledged or used as collateral, compared to $10.5 billion, or 80.1%, at December 31, 2024. The Company also has other commercial commitments that may impact liquidity.
In addition to the borrowing capacity with the FHLB and at the Federal Reserve Discount Window as described above, the Company had additional liquidity of $12.4 billion available via cash, unpledged bond collateral, the federal funds market, and the IntraFi Cash Service program as of December 31, 2024.
In addition to the borrowing capacity with the FHLB as described above, the Company had additional liquidity of $35.1 billion available via cash, unpledged bond collateral, the federal funds market, the Federal Reserve Discount Window, and the IntraFi Cash Service program as of December 31, 2025.
Table 21 MARKET RISK Hypothetical change in interest rate – Rate Ramp Year One Year Two December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 (basis points) Percentage change Percentage change Percentage change Percentage change 200 (3.9 )% (0.7 )% 1.3 % 4.2 % 100 (2.3 ) (0.3 ) (0.2 ) 2.2 Static — — — — (100) 3.0 0.3 0.7 (3.1 ) (200) 6.1 0.9 1.6 (5.7 ) (300) 9.1 1.5 1.5 (8.8 ) Hypothetical change in interest rate – Rate Shock Year One Year Two December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023 (basis points) Percentage change Percentage change Percentage change Percentage change 200 (2.7 )% 3.1 % 3.0 % 7.4 % 100 (2.3 ) 1.6 0.6 3.8 Static — — — — (100) 3.4 (1.7 ) (0.4 ) (4.7 ) (200) 6.8 (2.8 ) (0.7 ) (9.3 ) (300) 9.1 (3.5 ) (2.3 ) (14.3 ) The Company is liability sensitive to changes in interest rates in the next year.
Table 20 MARKET RISK Hypothetical change in interest rate – Rate Ramp Year One Year Two December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (basis points) Percentage change Percentage change Percentage change Percentage change 200 (2.0 )% (3.9 )% 3.8 % 1.3 % 100 (1.1 ) (2.3 ) 1.3 (0.2 ) Static — — — — (100) 1.8 3.0 (0.9 ) 0.7 (200) 3.5 6.1 (2.3 ) 1.6 (300) 5.6 9.1 (2.8 ) 1.5 Hypothetical change in interest rate – Rate Shock Year One Year Two December 31, 2025 December 31, 2024 December 31, 2025 December 31, 2024 (basis points) Percentage change Percentage change Percentage change Percentage change 200 0.2 % (2.7 )% 5.0 % 3.0 % 100 (0.9 ) (2.3 ) 1.7 0.6 Static — — — — (100) 1.2 3.4 (1.9 ) (0.4 ) (200) 2.0 6.8 (4.7 ) (0.7 ) (300) 3.6 9.1 (6.9 ) (2.3 ) The Company is positioned relatively neutral to changes in interest rates in the next year.
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 December 31, 2024 was $18.8 billion.
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 December 31, 2025 was $24.3 billion.
Other repossessed assets totaled $26.8 million as of December 31, 2024. Loans past due more than 90 days and still accruing interest totaled $7.6 million as of December 31, 2024, compared to $3.1 million as of December 31, 2023.
Loans past due more than 90 days and still accruing interest totaled $18.4 million as of December 31, 2025, compared to $7.6 million as of December 31, 2024.
In rate ramp scenarios net interest income is predicted to increase in all scenarios except for the 100-basis-point upward ramp scenario. The Company’s ability to price deposits consistent with its historical approach is a key assumption in these scenarios.
In year two, net interest income is predicted to increase in all rising rate scenarios and decrease in all falling rate scenarios. The Company’s ability to price deposits consistent with its historical approach is a key assumption in these scenarios.
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 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.
As of December 31, 2024, and December 31, 2023, the Company owned $10.2 million and $55.2 million of FHLB stock, respectively. As of December 31, 2024, the Company had no outstanding advances at the FHLB of Des Moines. As of December 31, 2023, the Company had one short-term advance for $1.0 billion outstanding at the FHLB of Des Moines.
As of December 31, 2025, and December 31, 2024, the Company owned $10.3 million and $10.2 million of FHLB stock, respectively. The Company had no outstanding advances at the FHLB of Des Moines as of December 31, 2025 or December 31, 2024.
Table 24 LOAN QUALITY (in thousands) December 31, 2024 2023 Nonaccrual loans $ 19,241 $ 12,828 Restructured loans on nonaccrual 41 384 Total non-performing loans 19,282 13,212 Other real estate owned 1,612 1,738 Other repossessed assets 26,779 — Total non-performing assets $ 47,673 $ 14,950 Loans past due 90 days or more $ 7,602 $ 3,111 Restructured loans accruing 155 164 Allowance for credit losses on loans 259,089 219,738 Ratios Non-performing loans as a % of loans 0.08 % 0.06 % Non-performing assets as a % of loans plus other real estate owned and other repossessed assets 0.19 0.06 Non-performing assets as a % of total assets 0.09 0.03 Loans past due 90 days or more as a % of loans 0.03 0.01 Allowance for credit losses on loans as a % of loans 1.01 0.95 Allowance for credit losses on loans as a multiple of non-performing loans 13.44x 16.63x 67 Table 25 SUMMARY OF NET CHARGE-OFFS (in thousands) 2024 2023 Net Charge-Offs (Recoveries) Average Loans Outstanding Net Charge-Offs (Recoveries) to Average Loans Outstanding Net Charge-Offs (Recoveries) Average Loans Outstanding Net Charge-Offs (Recoveries) to Average Loans Outstanding At December 31: Commercial and industrial $ 3,551 $ 10,169,805 0.03 % $ (248 ) $ 9,669,378 (0.00 )% Specialty lending (4 ) 497,301 (0.00 ) 761 540,371 0.14 Commercial real estate 250 9,517,745 0.00 155 8,359,937 0.00 Consumer real estate (216 ) 3,036,136 (0.01 ) 1,140 2,858,510 0.04 Consumer real estate 1,283 166,278 0.77 1,021 147,240 0.69 Credit cards 18,397 587,958 3.13 7,645 478,328 1.60 Leases and other 1 234,324 0.00 — 281,178 — Total $ 23,262 $ 24,209,547 0.10 % $ 10,474 $ 22,334,942 0.05 % Net charge-offs for the year ended December 31, 2024 were $23.3 million, compared to $10.5 million for the year ended December 31, 2023.
Table 23 LOAN QUALITY (in thousands) December 31, 2025 2024 Nonaccrual loans $ 144,640 $ 19,241 Restructured loans on nonaccrual 26 41 Total non-performing loans 144,666 19,282 Other real estate owned 4,800 1,612 Other repossessed assets — 26,779 Total non-performing assets $ 149,466 $ 47,673 Loans past due 90 days or more $ 18,403 $ 7,602 Restructured loans accruing 143 155 Allowance for credit losses on loans 419,478 259,089 Ratios Non-performing loans as a % of loans 0.37 % 0.08 % Non-performing assets as a % of loans plus other real estate owned and other repossessed assets 0.39 0.19 Non-performing assets as a % of total assets 0.20 0.09 Loans past due 90 days or more as a % of loans 0.05 0.03 Allowance for credit losses on loans as a % of loans 1.08 1.01 Allowance for credit losses on loans as a multiple of non-performing loans 2.90x 13.44x 69 Table 24 SUMMARY OF NET CHARGE-OFFS (in thousands) 2025 2024 Net Charge-Offs (Recoveries) Average Loans Outstanding Net Charge-Offs (Recoveries) to Average Loans Outstanding Net Charge-Offs (Recoveries) Average Loans Outstanding Net Charge-Offs (Recoveries) to Average Loans Outstanding At December 31: Commercial and industrial $ 44,138 $ 14,437,140 0.31 % $ 3,551 $ 10,169,805 0.03 % Specialty lending — 549,409 — (4 ) 497,301 (0.00 ) Commercial real estate 11,596 15,789,274 0.07 250 9,517,745 0.00 Consumer real estate 1,766 4,188,867 0.04 (216 ) 3,036,136 (0.01 ) Consumer real estate 2,693 254,889 1.06 1,283 166,278 0.77 Credit cards 22,157 744,939 2.97 18,397 587,958 3.13 Leases and other 21 101,435 0.02 1 234,324 0.00 Total $ 82,371 $ 36,065,953 0.23 % $ 23,262 $ 24,209,547 0.10 % Net charge-offs for the year ended December 31, 2025 were $82.4 million, compared to $23.3 million for the year ended December 31, 2024.
Net interest income is predicted to decrease in all upward rate scenarios and increase in all downward rate scenarios. In year two, net interest income is predicted to increase in all upward rate shock scenarios and decrease in all downward rate shock scenarios.
Net interest income is predicted to increase in the 200-basis-point upward shock scenario. Net interest income is predicted to decrease in the 100-basis-point upward shock scenario and all upward rate ramp scenarios. In down rate scenarios net interest income is predicted to increase in all scenarios.
The Company’s nonperforming loans increased $6.1 million to $19.3 million at December 31, 2024, compared to December 31, 2023. There was an immaterial amount of interest recognized on nonperforming loans during 2024, 2023, and 2022. The Company had $1.6 million and $1.7 million of other real estate owned as of December 31, 2024 and December 31, 2022, respectively.
The Company’s nonperforming loans increased $125.4 million to $144.7 million at December 31, 2025, compared to December 31, 2024. The increase is attributable to additional non-performing loans related to the acquisition of HTLF. There was an immaterial amount of interest recognized on nonperforming loans during 2025, 2024, and 2023.
The risk associated with the carrying of trading securities is offset by the sale of exchange-traded financial futures contracts, with both the trading account and futures contracts marked to market daily. This account had a balance of $28.5 million as of December 31, 2024, compared to $18.1 million as of December 31, 2023.
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 Company also uses cash to inject capital into the Bank and its non-Bank subsidiaries to maintain adequate capital as well as to fund strategic initiatives. 68 Additionally, on April 29, 2024, the Company also announced that in connection with the execution of the Merger Agreement, it entered into a forward sale agreement with BofA Securities, Inc. or its affiliate to issue 2.8 million shares of its common stock.
The Company also uses cash to inject capital into the Bank and its non-Bank subsidiaries to maintain adequate capital as well as to fund strategic initiatives. 70 In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032.
Removed
The underwriters were granted an option to purchase up to an additional 420 thousand shares of the Company's common stock exercisable within 30 days of April 28, 2024.
Added
The trading account had a balance of $22.3 million as of December 31, 2025, compared to $28.5 million as of December 31, 2024. Securities sold not yet purchased (i.e., short positions) totaled $4.1 million at December 31, 2025 and $7.1 million at December 31, 2024 and are classified within the Other liabilities line of the Company's Consolidated Balance Sheets.
Removed
The underwriters exercised this option in full on April 30, 2024, upon which the Company entered into an additional forward sale agreement relating to the 420 thousand shares of the Company's common stock. The forward sale agreements are classified as an equity instrument under ASC 815-40, Contracts in Entity’s Own Equity .
Added
The Company had $4.8 million and $1.6 million of other real estate owned as of December 31, 2025 and December 31, 2024, respectively. Other repossessed assets totaled $26.8 million as of December 31, 2024.
Removed
The Company expects to receive net proceeds of approximately $231.8 million from the sale of shares of common stock and settlement of the forward sale agreements. In September 2022, the Company issued $110.0 million in aggregate subordinated notes due in September 2032.
Added
During the first quarter of 2025, the Company purchased and subsequently retired $11.1 million of its 2020 subordinated notes. During the third quarter of 2025, the Company redeemed the remainder of the outstanding 2020 subordinated notes. As part of the acquisition of HTLF, the Company acquired $150.0 million in aggregate subordinated notes due September 2031.
Removed
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.
Added
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.
Removed
Based on the collateral pledged, the Company had $1.8 billion of borrowing capacity remaining at the FHLB at December 31, 2024. As of December 31, 2024, the Company had no borrowings outstanding with the Federal Reserve Bank's Bank Term Funding Program (BTFP). As of December 31, 2023, the Company had an $800.0 million short-term borrowing outstanding with the BTFP.
Added
As of December 31, 2025, the Company had four letters of credit outstanding with the FHLB of Des Moines to secure deposits. These letters of credit have an aggregate amount of $261.0 million and have various maturity dates through March 10, 2026. The Company's remaining borrowing capacity with the FHLB was $2.2 billion as of December 31, 2025.
Removed
The FRB terminated the BTFP during 2024. As of December 31, 2024, the Company's borrowing capacity with the Federal Reserve Discount Window was $12.5 billion.

Other UMBF 10-K year-over-year comparisons