[144] UMB Financial Corporation SEC Filing

Rhea-AI Filing Summary

Searchlight IV KOR, L.P. and related entities filed Amendment No. 3 to their Schedule 13D on KORE Group Holdings (KORE). The group continues to hold warrants convertible into 2,404,942 common shares—14.0 % of KORE’s outstanding stock post 1-for-5 reverse split—at an exercise price of $0.05 per share.

On 1 Aug 2025, KORE and Searchlight signed an “August 1 Agreement” granting a “Holiday Period” (1 Aug–30 Nov 2025) during which (i) Searchlight may freely engage with ABRY Partners and potentially form a Section 13(d) “group,” and (ii) KORE’s charter and Investment Agreement anti-takeover constraints are waived. The agreement is intended to let Searchlight refine or improve a potential take-private or control transaction; no definitive terms have been reached. After the Holiday Period, standard restrictions snap back unless extended or a definitive deal is executed.

Searchlight states it is evaluating: (1) additional open-market purchases up to the 20 % cap in the Investment Agreement, and (2) “further investment or full acquisition” scenarios. There is no assurance any proposal will emerge. Exhibit 9 contains the full agreement; prior warrants, investor-rights and preferred stock certificates are incorporated by reference.

Positive

• Potential acquisition premium: Waiver enables Searchlight and ABRY to negotiate a control transaction, which could yield an offer above market price.
• Capital commitment signal: Searchlight already controls warrants and may buy more stock, indicating continued confidence in KORE’s value.

Negative

• Dilution risk: Exercise of 2.4 million penny warrants (at $0.05) would expand share count and potentially pressure EPS unless offset by buy-out.
• Uncertainty: Filing explicitly states no assurance of discussions or definitive agreement, leaving investors exposed to headline volatility without guaranteed outcome.

Insights

Financial Analyst

TL;DR: 14 % stake via penny warrants; waiver allows deal talks with ABRY through Nov-25, signaling potential take-private move but still speculative.

The filing confirms Searchlight’s influence: penny warrants priced at $0.05 are deep in-the-money, equating to ~14 % of KORE. The Holiday Period waiver materially lowers anti-takeover hurdles, heightening optionality for Searchlight to grow to 20 % or submit a buy-out bid. Yet absence of financing terms or premium indication keeps probability uncertain. Shareholders gain optional upside from a prospective control premium but face dilution once warrants convert. Impact: moderately positive, high-risk.

M&A Specialist

TL;DR: Temporary charter waiver is a classic pre-negotiation mechanism; increases likelihood of strategic transaction within next 4 months.

The August 1 Agreement effectively suspends poison-pill style protections, enabling Searchlight and ABRY to share due-diligence and co-structure a bid without triggering standstill clauses. Such windows often precede concrete offers; however, the reversal of rights post-Nov 30 pressures parties to act swiftly. Control could shift via (i) warrant exercise, (ii) tender up to 20 %, or (iii) full LBO. Investors should monitor SEC updates and potential 8-K announcements for bid details. Given Searchlight’s existing preferred stakes and board engagement, deal certainty is higher than a cold approach, albeit not guaranteed.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	UMB Financial Services, Inc. 928 Grand Boulevard Fourth Floor Kansas City MO 64106	460	50853.00	75928255	08/05/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	01/31/2025	Stock Award Issued for Service as a Director	UMB Financial Corporation			678	12/31/2024	Services as a Director during 2024
Common Stock	02/02/2024	Stock Award Issued for Service as a Director	UMB Financial Corporation			790	12/31/2023	Services as a Director during 2023
Common Stock	01/27/2023	Stock Award Issued for Service as a Director	UMB Financial Corporation			739	12/31/2022	Services as a Director during 2022

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much of KORE (ticker KORE) does Searchlight currently control?

The warrants give Searchlight beneficial ownership of 2,404,942 shares, representing 14.0 % of KORE’s common stock.

What is the exercise price of the warrants held by Searchlight?

Both warrants are penny warrants exercisable at $0.05 per share.

What is the purpose of the August 1 Agreement mentioned in the Schedule 13D/A?

It waives anti-takeover restrictions during 1 Aug–30 Nov 2025, letting Searchlight and ABRY explore a joint bid for KORE.

Could Searchlight increase its stake in KORE beyond current levels?

Yes. The filing notes potential open-market purchases up to 20 % of KORE’s outstanding shares under the Investment Agreement.

When does the Holiday Period end and what happens then?

It ends at 5 p.m. ET on 30 Nov 2025; anti-takeover restrictions re-activate unless a definitive deal or extension occurs.