[8-K] UMB Financial Corporation Reports Material Event

Rhea-AI Filing Summary

Form 4 filing overview – Joby Aviation, Inc. (JOBY)

General Counsel & Corporate Secretary Kate DeHoff reported one RSU settlement and two share sales between 12-15 July 2025.

• RSU settlement (Code M): 16,065 common shares issued at $0 on 07/12/2025, increasing direct holdings to 231,361 shares.
• Tax-related sale (Code S): 8,262 shares sold on 07/14/2025 at $11.97, an estimated $99k used to cover withholding taxes.
• 10b5-1 plan sale (Code S): 20,823 shares sold on 07/15/2025 at a weighted-average $13.67 (range $13.24-$13.96), for roughly $285k in proceeds.
• Post-transactions, the insider retains 202,276 common shares directly and 96,389 unvested RSUs.

The filing signals routine equity settlement and programmed selling rather than an abrupt discretionary liquidation. No company-level financial metrics or forward-looking statements are included.

Positive

• Use of an approved 10b5-1 trading plan demonstrates compliance and pre-commitment to mitigate insider-trading concerns.
• Insider retains 202,276 shares and 96,389 RSUs, maintaining significant equity alignment with shareholders.

Negative

• Net sale of 29,085 shares over two days could be viewed as a modest bearish signal by some market participants.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; modest insider sale under 10b5-1, neutral signal.

The transactions combine a scheduled RSU conversion with limited share sales. Roughly 12% of newly vested shares were sold for taxes, the rest via a pre-arranged plan, limiting information-content about management sentiment. Remaining ownership of 202k shares plus sizeable unvested RSUs aligns incentives with shareholders. Given the small dollar value versus typical trading volume, I view the impact on JOBY’s valuation and liquidity as immaterial.

Corporate Governance Expert

TL;DR: Governance safeguards present; no red flags but slight perception risk from insider selling.

Use of a 10b5-1 plan and transparent tax-cover sale supports good governance practice, reducing potential accusations of opportunistic trading. Nevertheless, any insider sale may be interpreted cautiously by some investors. The magnitude—under $0.4 million—does not indicate strategic divestiture. Overall governance impact is negligible; monitoring future filings for pattern changes is prudent.

UMB FINANCIAL CORP false 0000101382 --12-31 0000101382 2025-07-15 2025-07-15 0000101382 us-gaap:CommonStockMember 2025-07-15 2025-07-15 0000101382 us-gaap:SeriesBPreferredStockMember 2025-07-15 2025-07-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): July 15, 2025

UMB FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

MO		001-38481		43-0903811
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employer Identification No.)

1010 Grand Blvd., Kansas City, MO 64106

(Address of principal executive offices, including zip code)

(816) 860-7000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of exchange on which registered
Common Stock, $1.00 Par Value		UMBF		The Nasdaq Global Select Market
Depositary Shares, each representing a 1/400th interest in a share of 7.750% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B		UMBFO		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 15, 2025, UMB Financial Corporation (the “Company”) filed a Termination of Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Termination of Certificate of Designation”) to its Restated Articles of Incorporation with the Secretary of State of the State of Missouri, eliminating from the Restated Articles of Incorporation all matters set forth in the Certificate of Designation with respect to its 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A (the “Series A Preferred Stock”). This amendment terminates the Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, which was made a part of the Restated Articles when filed with the Missouri Secretary of State on January 31, 2025. A copy of the Termination of Certificate of Designation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

On July 15, 2025, the Company completed the previously announced redemption of all outstanding shares of Series A Preferred Stock and the corresponding depositary shares representing fractional interests in the Series A Preferred Stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Termination of Certificate of Designation of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, dated July 15, 2025
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

UMB FINANCIAL CORPORATION
By:		/s/ Ram Shankar
		Name: Ram Shankar
		Title:  Chief Financial Officer

Date: July 15, 2025

FAQ

How many Joby Aviation shares did insider Kate DeHoff sell in July 2025?

She sold 29,085 shares (8,262 on 07/14 and 20,823 on 07/15).

What was the average sale price for the shares sold on 07/15/2025?

The weighted-average price was $13.67, with individual trades between $13.24 and $13.96.

Why were 8,262 JOBY shares sold on 07/14/2025?

The shares were sold to cover withholding taxes due upon RSU settlement, as permitted by the award terms.

Does the insider still hold Joby Aviation stock after these transactions?

Yes, she now directly owns 202,276 common shares and 96,389 unvested RSUs.

Was the 20,823-share sale discretionary?

No. It was executed under a pre-established 10b5-1 trading plan adopted on 06/06/2024.