Heartland Financial USA Inc. Completes Merger with UMB Financial Corporation

Heartland Financial USA, Inc. (NASDAQ: HTLF) has finalized its merger with UMB Financial Corporation, a Missouri-based corporation. The completion of this merger, dated January 31, 2025, marks a significant milestone in the financial landscape for both entities.

Under the terms of the Merger Agreement, UMB’s wholly owned subsidiary, Merger Sub, merged with and into HTLF, with HTLF continuing as a subsidiary of UMB. Following this initial merger, HTLF then merged with and into UMB, with UMB remaining as the surviving corporation.

As part of the merger process, each share of common stock of HTLF, preferred stock, and depositary shares representing interests in preferred stock were converted into UMB equity based on a predetermined Exchange Ratio. Additionally, HTLF’s wholly owned banking subsidiary, HTLF Bank, merged with UMB’s banking subsidiary, UMB Bank, National Association.

Consequently, NASDAQ was notified on January 31, 2025, that HTLF’s common stock and preferred stock would be delisted from the exchange effective January 31, 2025. Following this delisting, UMB, as the successor to HTLF, plans to file for the deregistration of HTLF common stock and depositary shares under the Securities Exchange Act of 1934.

With the completion of this merger, HTLF’s common stockholders, preferred stockholders, and depositary shareholders are set to receive consideration as per the terms outlined in the Merger Agreement. Moreover, the changes in control of HTLF have led to the departure of its directors and executive officers, followed by the appointment of certain individuals to the board of UMB.

The organizational documents of UMB now replace those of HTLF by operation of law, as indicated by the amended and restated certificates and bylaws included in the filings associated with this merger.

In conjunction with this merger, various exhibits, agreements, and documents are being filed with the Securities and Exchange Commission, as required under the Securities Act of 1933. These filings provide a comprehensive overview of the transactions and changes resulting from the completion of the merger.

The completion of the merger between Heartland Financial USA, Inc. and UMB Financial Corporation signifies a strategic move within the financial sector, aligning with broader industry trends and objectives. This transformative merger is expected to streamline operations, enhance efficiencies, and create opportunities for sustained growth in the evolving financial landscape.

This news release should be read in conjunction with the full details provided in the SEC filing on Form 8-K.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Heartland Financial USA’s 8K filing here.

Heartland Financial USA Company Profile

Heartland Financial USA, Inc, a bank holding company, provides commercial, small business, and consumer banking services to individuals and businesses in the United States. The company accepts various deposit products, including checking, demand deposit accounts, NOW accounts, savings, money market, and individual retirement; certificates of deposit; and other time deposits.