Amendment: UMB Financial Corporation filed SEC Form 8-K: Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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EXPLANATORY NOTE
On February 3, 2025, UMB Financial Corporation, a Missouri corporation (“UMB” or the “Company”), filed a Current Report on Form 8-K (the “Initial Form 8-K”) in connection with (a) the completion on January 31, 2025 of the previously announced merger (the “Merger”) between UMB and Heartland Financial USA, Inc., a Delaware corporation (“HTLF”), pursuant to the Agreement and Plan of Merger, dated as of April 28, 2024 (the “Merger Agreement”), by and among the Company, HTLF and Blue Sky Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company.
In the Initial Form 8-K, UMB stated its intention to file the historical financial statements of HTLF and the pro forma financial information required by parts (a) and (b) of Item 9.01 of Form 8-K not later than 71 calendar days after the date that the Initial Form 8-K was required to be filed with the SEC. On April 11, 2025, pursuant to the instructions to Item 9.01 of Form 8-K, UMB filed Amendment No. 1 to the Current Report on Form 8-K/A (“Amendment No. 1”), which amended the Initial Form 8-K in order to provide the required financial information. The purpose of this Amendment No. 2 to the Current Report on Form 8-K/A is to amend the pro forma financial information filed as Exhibit 99.2 to Amendment No. 1 to correct the value of certain acquired assets previously misallocated to goodwill and to provide more information on certain purchase adjustments. The Initial Form 8-K, as amended by Amendment No. 1, otherwise remains the same and the Items therein are hereby incorporated by reference into this Current Report on Form 8-K/A.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Pro Forma Financial Information
The following unaudited pro forma combined financial information is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| • | Unaudited pro forma condensed combined balance sheet as of December 31, 2024; |
| • | Unaudited pro forma condensed combined statement of income for the year ended December 31, 2024; and |
| • | Notes to the unaudited pro forma combined financial information. |
The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the Company’s consolidated results of operations or financial position that would have been reported had the Merger been completed as of the dates presented, and should not be taken as a representation of the Company’s future consolidated results of operations or financial condition. The pro forma adjustments are based on available information and certain assumptions that management believes are reasonable under the circumstances.
(b) Exhibits
| Exhibit No. | Description of Exhibits | |
| 99.1 | The unaudited pro forma condensed combined balance sheet as of December 31, 2024, and the unaudited pro forma condensed combined statement of income for the year ended December 31, 2024, together with the notes thereto. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 14, 2025 |
UMB FINANCIAL CORPORATION | |||||
| By: | /s/ Ram Shankar | |||||
| Name: | Ram Shankar | |||||
| Title: | Chief Financial Officer | |||||