---
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"
generated_at: "2026-05-27T04:27:01.760857+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# UMB completes acquisition of Heartland Financial; HTLF delisted, shareholders receive 0.55 UMB shares per HTLF share

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-018916
- form_type: 8-K
- cik: 0000920112
- company_name: HEARTLAND FINANCIAL USA INC
- filed_at: 2025-02-03T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-018916
- JSON: https://secwatch.observer/filing/0001193125-25-018916.json
- Plain text: https://secwatch.observer/filing/0001193125-25-018916.txt

## Key facts
- Executive change
  Brad Henderson departed as Director at HEARTLAND FINANCIAL USA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm
- Executive change
  Jennifer Hopkins departed as Director at HEARTLAND FINANCIAL USA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm
- Executive change
  Susan Murphy departed as Director at HEARTLAND FINANCIAL USA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm
- Executive change
  John Schmidt departed as Director at HEARTLAND FINANCIAL USA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm
- Executive change
  Margaret Lazo departed as Director at HEARTLAND FINANCIAL USA INC.
  - Action: ceased serving
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/920112/000119312525018916/0001193125-25-018916-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.