8-K
filed February 3, 2025, 6:59 PM ET
CIK 0000920112
M&A
confidence high
sentiment neutral
materiality 0.90
HEARTLAND FINANCIAL USA INC: M&A transaction — UMB completes acquisition of Heartland Financial; HTLF delisted, shareholders receive 0.55 UMB shares per HTLF share
HEARTLAND FINANCIAL USA INC
- Merger closed Jan. 31, 2025; each HTLF common share converted into 0.55 UMB common shares.
- HTLF Preferred Stock converted into new UMB Preferred Stock (Series A) on a one-for-one basis.
- Total consideration approx. 23 million shares of UMB common stock.
- HTLF common and preferred stock will be delisted from Nasdaq; trading suspended before Feb. 3, 2025.
- Former HTLF directors John Schmidt, Brad Henderson, Jennifer Hopkins, Margaret Lazo and Susan Murphy appointed to UMB's board.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Brad Henderson departed as Director at HEARTLAND FINANCIAL USA INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of HTLF immediately prior to the Effective Time, were appointed to the board of directors of UMB: John Schmidt, Brad Henderson, Jennifer Hopkins, Margaret Lazo and Susan Murphy.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jennifer Hopkins departed as Director at HEARTLAND FINANCIAL USA INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of HTLF immediately prior to the Effective Time, were appointed to the board of directors of UMB: John Schmidt, Brad Henderson, Jennifer Hopkins, Margaret Lazo and Susan Murphy.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Susan Murphy departed as Director at HEARTLAND FINANCIAL USA INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of HTLF immediately prior to the Effective Time, were appointed to the board of directors of UMB: John Schmidt, Brad Henderson, Jennifer Hopkins, Margaret Lazo and Susan Murphy.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John Schmidt departed as Director at HEARTLAND FINANCIAL USA INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of HTLF immediately prior to the Effective Time, were appointed to the board of directors of UMB: John Schmidt, Brad Henderson, Jennifer Hopkins, Margaret Lazo and Susan Murphy.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Margaret Lazo departed as Director at HEARTLAND FINANCIAL USA INC.
- Action
- ceased serving
- Role
- Director
Exact text from the filing
the following individuals, each of whom was a member of the board of directors of HTLF immediately prior to the Effective Time, were appointed to the board of directors of UMB: John Schmidt, Brad Henderson, Jennifer Hopkins, Margaret Lazo and Susan Murphy.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
HEARTLAND FINANCIAL USA INC completed an acquisition involving UMB Financial Corporation for approximately 23 million shares of UMB Common Stock (closed 2025-01-31).
- Action
- acquisition
- Counterparty
- UMB Financial Corporation
- Consideration
- approximately 23 million shares of UMB Common Stock
- Closing
- 2025-01-31
Exact text from the filing
Merger Agreement, a copy of which is filed hereto as Exhibit 2.1 and incorporated herein by reference. The total aggregate consideration payable in the Mergers was approximately 23 million shares of UMB Common Stock. The issuance of shares of UMB Common Stock in connection with the Mergers was registered under the Securities Act
View on SEC.gov
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