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AI brief of an SEC Form 8-K · UMB Financial (UMBF)

UMB Financial completes Heartland Financial deal, issuing about 24 million shares

Neutral Impact 5 of 5 m&a Written later

UMB Financial completed its merger with Heartland Financial USA (HTLF) on January 31, 2025, with HTLF common shareholders receiving 0.55 UMB common shares for each share held. The company said the deal raises its assets to about $68 billion and expands its footprint from eight to 13 states, while UMB's authorized common shares rose from 80,000,000 to 160,000,000 to accommodate the issuance. Shareholders face share dilution from the roughly 24 million shares issued, and the company assumed $150 million of HTLF subordinated notes plus trust preferred debt.

Key points

  • Merger effective at 11:59 p.m. on January 31, 2025; HTLF common holders receive 0.55 UMB common shares per share
  • Approximately 24 million UMB common shares issued as total aggregate Merger consideration; authorized shares raised from 80,000,000 to 160,000,000
  • UMB assumed $150,000,000 of 2.75% fixed-to-floating rate subordinated notes due September 15, 2031, plus HTLF trust preferred securities
  • HTLF banking subsidiary to merge into UMB Bank; banking center and systems conversions anticipated in the fourth quarter of 2025

The filing

CompanyUMB Financial (UMBF)
Form8-K, current report
Filed with the SECFeb 3, 2025, 7:54 AM ET
Accession number0001193125-25-018885

Items reported: 2.01 Acquisition or Disposition Completed2.03 New Direct Financial Obligation3.03 Change to Shareholder Rights5.02 Director / Officer Change5.03 Bylaw / Charter Amendment7.01 Regulation FD Disclosure8.01 Other Events

Read the filing on SEC.gov ↗

Written by AI on Nov 8, 2026, 12:56 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on February 03, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.