{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-018916","form_type":"8-K","ticker":null,"cik":"0000920112","company_name":"HEARTLAND FINANCIAL USA INC","filed_at":"2025-02-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:06.805655+00:00","generated_at":"2026-05-27T04:27:01.760857+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"UMB completes acquisition of Heartland Financial; HTLF delisted, shareholders receive 0.55 UMB shares per HTLF share","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-018916","json":"https://secwatch.observer/filing/0001193125-25-018916.json","markdown":"https://secwatch.observer/filing/0001193125-25-018916.md","text":"https://secwatch.observer/filing/0001193125-25-018916.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/d827906d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-27T04:27:01.760857+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0a815ff868","claim":"Brad Henderson departed as Director at HEARTLAND FINANCIAL USA INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"0ee6b2489f","claim":"Jennifer Hopkins departed as Director at HEARTLAND FINANCIAL USA INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"8aaa2e897a","claim":"Susan Murphy departed as Director at HEARTLAND FINANCIAL USA INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"96d1736ce7","claim":"John Schmidt departed as Director at HEARTLAND FINANCIAL USA INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"ee752caed0","claim":"Margaret Lazo departed as Director at HEARTLAND FINANCIAL USA INC.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"a9bf69b6133de1b7127861ca77a1225d13e3b47b","claim":"HEARTLAND FINANCIAL USA INC completed an acquisition involving UMB Financial Corporation for approximately 23 million shares of UMB Common Stock (closed 2025-01-31).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"UMB Financial Corporation"},{"label":"Consideration","value":"approximately 23 million shares of UMB Common Stock"},{"label":"Closing","value":"2025-01-31"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}