Kevin G. Quinn - Jan 31, 2025 Form 4 Insider Report for HEARTLAND FINANCIAL USA INC (HTLF)

Role: EVP Chief Banking Officer
Signature: /s/ Janet Emerson, as attorney-in-fact for Kevin G. Quinn
Stock symbol: HTLF
Transactions as of: Jan 31, 2025
Transactions value $: $0
Form type: 4
Date filed: 2/4/2025, 04:10 PM
Previous filing: Mar 25, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HTLF	Common Stock	Disposed to Issuer		-43K	-100%		0	Jan 31, 2025	Direct	F1
transaction	HTLF	Common Stock	Disposed to Issuer		-5.35K	-100%		0	Jan 31, 2025	401(k)	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HTLF	2022 Time-Based Restricted Stock Units	Disposed to Issuer		-578	-100%		0	Jan 31, 2025	Common Stock	578		Direct	F1, F2, F3
transaction	HTLF	2023 Time-Based Restricted Stock Units	Disposed to Issuer		-1.75K	-100%		0	Jan 31, 2025	Common Stock	1.75K		Direct	F1, F2, F3
transaction	HTLF	2024 Time-Based Restricted Stock Units	Disposed to Issuer		-7.58K	-100%		0	Jan 31, 2025	Common Stock	7.58K		Direct	F1, F2, F3
transaction	HTLF	2022 Performance Based Restricted Stock Units (3-year)	Disposed to Issuer		-2.6K	-100%		0	Jan 31, 2025	Common Stock	2.6K		Direct	F1, F2, F4
transaction	HTLF	2023 Performance Based Restricted Stock Units (3-year)	Award		+3.93K			3.93K	Jan 31, 2025	Common Stock	3.93K		Direct	F2, F4
transaction	HTLF	2023 Performance Based Restricted Stock Units (3-year)	Disposed to Issuer		-3.93K	-100%		0	Jan 31, 2025	Common Stock	3.93K		Direct	F1, F2, F4
transaction	HTLF	2024 Performance Based Restricted Stock Units (3-year)	Award		+7.58K			7.58K	Jan 31, 2025	Common Stock	7.58K		Direct	F1, F2, F4
transaction	HTLF	2024 Performance Based Restricted Stock Units (3-year)	Disposed to Issuer		-7.58K	-100%		0	Jan 31, 2025	Common Stock	7.58K		Direct	F1, F2, F4
transaction	HTLF	Non-Qualified Stock Option (Right To Buy)	Disposed to Issuer		-3.55K	-49.99%		3.55K	Jan 31, 2025	Common Stock	3.55K	$48.79	Direct	F5
transaction	HTLF	Non-Qualified Stock Option (Right To Buy)	Disposed to Issuer		-3.55K	-100%		0	Jan 31, 2025	Common Stock	3.55K	$48.79	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kevin G. Quinn is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares (including in respect of shares underlying, as applicable, HTLF RSU Awards, HTLF PSU Awards and HTLF Options (each, as defined in the Agreement and Plan of Merger, dated as of April 28, 2024 (the "Merger Agreement"), by and among Heartland Financial USA, Inc. ("HTLF"), UMB Financial Corporation ("UMB") and Blue Sky Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of HTLF common stock that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive 0.5500 shares of UMB common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On January 31, 2025, the last trading day prior to the Effective Time, the closing price of one share of UMB common stock was $117.90.
F2	Each HTLF RSU Award and HTLF PSU Award represents a contingent right to receive one share of HTLF common stock.
F3	Upon the Effective Time: each HTLF RSU Award was converted into an Assumed RSU Award (as defined in the Merger Agreement) that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF RSU Award multiplied by the Exchange Ratio, rounded down to the nearest whole share.
F4	Upon the Effective Time: each HTLF PSU Award was converted into an Assumed PSU Award (as defined in the Merger Agreement) with applicable performance goals deemed satisfied at the target level that settles in a number of shares of UMB common stock equal to the number of shares underlying the HTLF PSU Award multiplied by the Exchange Ratio.
F5	Upon the Effective Time: each unvested HTLF Option was converted into an Assumed Option (as defined in the Merger Agreement) that (i) is exercisable for a number of shares of UMB common stock equal to the number of shares of HTLF common stock underlying the award multiplied by the Exchange Ratio, rounded down to the nearest whole share and (ii) has an exercise price per share of UMB common stock equal to the exercise price applicable to the underlying award divided by the Exchange Ratio, rounded up to the nearest cent.
F6	Upon the Effective Time: each vested HTLF Option was cancelled and converted into the right to receive shares of UMB common stock equal to the product of the Exchange Ratio multiplied by the number of shares of HTLF common stock subject to such award, reduced by a number of shares of HTLF Common Stock having a fair market value equal to the aggregate exercise price applicable to such HTLF Option.