UMB FINANCIAL CORP Stock Compensation Disclosure

11. EMPLOYEE BENEFITS

The Company has a discretionary noncontributory profit-sharing plan, which features an employee stock ownership plan. This plan is for the benefit of substantially all eligible officers and employees of the Company and its subsidiaries. The Company recognized expense related to such contributions of $2.0 million for the years ended December 31, 2024 and 2023.

The Company has a qualified 401(k) profit sharing plan that permits participants to make contributions by salary deduction, to which the Company makes matching contributions. The Company recognized expense related to matching contributions of $21.0 million, $15.2 million, and $15.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.

The Company recognized $35.9 million, $21.3 million, and $16.2 million in expense related to outstanding restricted stock unit grants for the years ended December 31, 2025, 2024 and 2023, respectively. The Company recognized $306 thousand in expense related to outstanding stock options for the year ended December 31, 2025.

The corresponding income tax benefit recognized was $1.3 million, $267 thousand, and $1.6 million for the years ended December 31, 2025, 2024, and 2023, respectively. The Company had $27.8 million of unrecognized compensation expense related to outstanding restricted stock unit grants and $86 thousand of unrecognized compensation expense related to outstanding options at December 31, 2025. The tax benefit realized for stock options exercised was $50 thousand, $322 thousand, and $49 thousand for the years ended December 31, 2025, 2024, and 2023, respectively.

Long-Term Incentive Compensation Plan

At the April 26, 2005 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Long-Term Incentive Compensation Plan (LTIP) which became effective as of January 1, 2005. The LTIP permits the issuance to selected officers of the Company service-based restricted stock grants, performance-based restricted stock grants and non-qualified stock options. Service-based restricted stock grants contain a service requirement. The performance-based restricted grants contain performance and service requirements. The non-qualified stock option grants contain a service requirement.

At the April 23, 2013 shareholders’ meeting, the shareholders of the Company approved amendments to the LTIP Plan, including increasing the number of shares of the Company’s stock reserved for issuance under the Plan from 5.25 million shares to 7.44 million shares. Additionally, the shareholders approved increasing the maximum benefits any one eligible employee may receive under the plan during any one fiscal year from $1 million to $2 million taking into account the value of all stock options and restricted stock received.

At the April 24, 2018 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Omnibus Incentive Compensation Plan which became effective as of April 24, 2018 and replaced the LTIP plan. No service-based restricted stock grants, performance-based restricted stock grants or non-qualified stock options have been issued under the LTIP since 2018. There were no restricted stock grants outstanding under the LTIP as of December 31, 2025, 2024, or 2023.

The non-qualified stock options issued under the LTIP carry a service requirement and grants issued prior to 2016 vested 50% after three years, 75% after four years and 100% after five years, while grants issued in 2016 through 2018 vested 50% after two years, 75% after three years and 100% after four years.

There were no options granted during 2025, 2024, or 2023. The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023, was $619 thousand, $2.3 million and $640 thousand, respectively. As of December 31, 2025, there was no unrecognized compensation cost related to nonvested options.

Cash received from options exercised under all share-based compensation plans was $615 thousand, $4.1 million, and $1.9 million for the years ended December 31, 2025, 2024, and 2023, respectively.

The Company has no specific policy to repurchase common shares to mitigate the dilutive impact of options. See a description of the Company’s Repurchase Authorizations in Note 14, “Common Stock and Earnings Per Share,” in the Notes to the Consolidated Financial Statements provided in Item 8 of this report.

Omnibus Incentive Compensation Plan

At the April 24, 2018 shareholders’ meeting, the shareholders of the Company approved the UMB Financial Corporation Omnibus Incentive Compensation Plan (OICP) which became effective as of April 24, 2018. The OICP permits the issuance to key employees of the Company various types of awards, including stock options, restricted stock and restricted stock units, performance awards and other stock-based awards. Service-based restricted stock unit awards contain a service requirement and the performance-based restricted stock unit awards contain performance and service requirements. The number of shares of the Company’s stock reserved for issuance under the OICP is 5.40 million shares.

At the April 30, 2024 shareholders’ meeting, the shareholders of the Company approved an amendment to the OICP pursuant to which, the aggregate number of shares of the Company’s stock available for issuance under the OICP increased by 1.85 million shares. This increased the number of shares of the Company’s stock reserved for issuance under the OICP from 5.40 million shares to 7.25 million shares.

The service-based restricted stock unit awards are payable in shares of stock and contain a service requirement with grants issued prior to 2023 having a four-year graded vesting schedule in which 50% of the units are vested after two years, 75% are vested after three years, and 100% are vested after four years. Grants of service-based restricted stock units made beginning in 2023 contain a service requirement with a three-year pro-rata vesting schedule.

The performance-based restricted stock unit awards are payable in shares of stock and contain a service and a performance requirement. The performance requirement is based on two predetermined performance requirements over a three-year period. The service requirement portion is a three-year cliff vesting. If the minimum performance requirement is not met, the participants do not receive the shares. Due to the impact of the acquisition of HTLF on the level of achievement of minimum performance requirements for the open performance periods applicable to outstanding awards, on January 27, 2025, certain non-vested performance-based restricted stock unit awards were deemed to be earned at a percentage of target based on results through December 31, 2024, and will vest solely based on the time-based vesting conditions.

The dividends on service-based restricted stock units are treated as two separate transactions. First, cash dividends are paid on the restricted stock units. Those cash dividends are then paid to purchase additional shares of restricted stock units. Dividends earned as additional shares of restricted stock units have the same terms as the associated grant. The dividends paid on the stock are recorded as a reduction to retained earnings, similar to all dividend transactions. Dividends are not paid on performance-based restricted stock units.

As of December 31, 2025, there was $16.4 million of unrecognized compensation cost related to the nonvested service-based restricted stock units. The cost is expected to be recognized over a period of 1.8 years.

Total fair value of units vested during the years ended December 31, 2025, 2024, and 2023 was $19.2 million, $14.1 million, and $9.7 million, respectively.

As of December 31, 2025, there was $8.6 million of unrecognized compensation cost related to the nonvested performance-based restricted stock units. The cost is expected to be recognized over a period of 1.9 years. The fair value of units vested during the years ended December 31, 2025, 2024 and 2023 was $14.1 million, $8.2 million, and $11.1 million, respectively.

HTLF Long-Term Incentive Plan

In connection with the acquisition of HTLF, certain outstanding and unvested restricted stock unit awards and stock options granted under the Heartland Financial USA, Inc. 2020 Long-Term Incentive Plan or the Heartland Financial USA, Inc. 2024 Long-Term Incentive Plan (collectively, the HTLF Plan) were assumed and converted to restricted stock unit and stock option awards issued by the Company. The number of shares of the Company's common stock subject to each award equals the shares of HTLF common stock subject to the HTLF award multiplied by the exchange ratio, rounded down to the nearest whole share. For performance-based restricted stock unit awards, the conversion assumed performance at target. The assumed awards are subject to the same vesting terms and conditions as previously set out in the respective grant agreements.

The service-based restricted stock unit awards are payable in shares of stock and contain a service requirement with a three-year pro-rata vesting schedule. The performance-based restricted stock units, converted at target performance, are also payable in shares of stock and contain a three-year service requirement with a cliff vesting. Restricted stock units granted prior to 2023 are not entitled to dividend equivalents; most restricted stock unit grants beginning in 2023 accrue dividends, which are paid without interest only upon vesting of the associated grant.

As of December 31, 2025, there was $2.8 million of unrecognized compensation cost related to nonvested service-based restricted stock units. The cost is expected to be recognized over a period of 1.2 years. The fair value of units vested during the year ended December 31, 2025 was $21.1 million.

The non-qualified stock options contain a service requirement with a four-year pro-rata vesting schedule. The exercise price of the stock options is the exercise price at grant divided by the exchange ratio.

There were no options granted during 2025. The total intrinsic value of options exercised during the year ended December 31, 2025 was $561 thousand. As of December 31, 2025, there was $86 thousand of unrecognized compensation cost related to nonvested options. The cost is expected to be recognized over a period of 0.9 years.