UMB Bank (UMBF) Prices 2.8M Share Offering at $75/sh

UMB Financial Corporation (NASDAQ: UMBF) (“UMB”) announced today that it priced an underwritten public offering of 2,800,000 shares of its common stock at a price of $75.00 per share (before underwriting discounts and commissions), for approximate net proceeds of $201.6 million (before offering expenses, assuming the underwriters do not exercise their option to purchase additional shares and upon, and assuming, full physical settlement of the forward sale agreement) in connection with the forward sale agreement described below.

The underwriters have been granted the option to purchase up to an additional 420,000 shares of UMB’s common stock. If such option is exercised, then UMB plans to enter into an additional forward sale agreement with the forward purchaser in respect of the number of additional shares of UMB’s common stock that is subject to the exercise of such option. The offering is expected to close on May 1, 2024, subject to the satisfaction of customary conditions.

The offering included participation from Wellington Management, on behalf of their investors, along with other institutional investors.

BofA Securities is acting as lead book-running manager for the offering. Morgan Stanley & Co. LLC is acting as book-running manager. Piper Sandler & Co. and RBC Capital Markets, LLC are acting as co-managers for the offering.

In connection with the offering, UMB entered into a forward sale agreement with an affiliate of BofA Securities (the “forward purchaser”), pursuant to which UMB has agreed to sell shares of its common stock to the forward purchaser at an initial forward sale price per share equal to the price per share at which the underwriters purchase the shares in the offering, subject to certain adjustments. In connection with the forward sale agreement, the forward purchaser or its affiliate is borrowing from third parties an aggregate of 2,800,000 shares of UMB’s common stock. Such borrowed shares of UMB’s common stock will be delivered by BofA Securities (in such capacity, the “forward seller”) for sale to the underwriters in the offering. UMB expects to physically settle the forward sale agreement (by the delivery of shares of its common stock) and receive proceeds from the sale of those shares of its common stock upon one or more forward settlement dates within approximately 18 months from the date hereof. UMB may also elect cash settlement or net share settlement for all or a portion of its obligations under the forward sale agreement. If the forward purchaser or its affiliate does not borrow and deliver to the forward seller for sale all of the shares of UMB’s common stock to be delivered and sold by it pursuant to the terms of the underwriting agreement, UMB will issue and sell directly to the underwriters the number of shares of its common stock not borrowed and delivered for sale by the forward purchaser or its affiliate, and under such circumstances the number of shares of UMB’s common stock underlying the forward sale agreement will be decreased by the number of shares of its common stock that UMB issues and sells.

UMB will not receive any proceeds from the sale of the shares of its common stock sold by the forward seller to the underwriters. UMB intends to use any net proceeds that it receives upon physical settlement of the forward sale agreement and the additional forward sale agreement, if any, for general corporate purposes, which may include, among other uses, contributing Tier 1 capital into UMB Bank. The precise amounts and timing of these uses of proceeds will depend on the funding requirements of UMB and its subsidiaries.

The offering is being made pursuant to an effective registration statement (including a prospectus) on Form S-3 previously filed with the Securities and Exchange Commission (“SEC”) and a prospectus supplement. A final prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. Copies of the final prospectus supplement and accompanying prospectus relating to the offering, when available, may be obtained from BofA Securities, NC1-022-02-25, 201 North Tryon Street, Charlotte, NC 28255-0001, Attention: Prospectus Department or by email at [email protected]; Morgan Stanley & Co. LLC, 180 Varick Street, 2nd Floor, New York, NY 10014; Piper Sandler & Co., 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800) 747-3924 or by email at [email protected]; and RBC Capital Markets, 200 Vesey Street, 8th Floor, New York, NY 10281, Attn: Prospectus Department, by telephone at 877-822-4089 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of these securities may be made only by means of a prospectus supplement and accompanying base prospectus relating to this offering.

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