0000920112false00009201122024-02-122024-02-120000920112us-gaap:CommonClassAMember2024-02-122024-02-120000920112us-gaap:NoncumulativePreferredStockMember2024-02-122024-02-12



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)February 12, 2024

Heartland Financial USA, Inc.
(Exact name of Registrant as specified in its charter)

Delaware001-1539342-1405748
(State or other jurisdiction of incorporation)    (Commission File Number)(I.R.S. Employer Identification Number)

1800 Larimer StreetSuite 1800Denver,Colorado80202
(Address of principal executive offices)(Zip code)

(303) 285-9200
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $1.00 per shareHTLFNasdaq Stock Market
Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)HTLFPNasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 7.01 Regulation FD Disclosure.

Heartland Financial USA, Inc. ("HTLF") is furnishing the investor presentation, included as Exhibit 99.1 to this Current Report on Form 8-K, which will be used, in whole or in part, from time to time by executives of HTLF in one or more meetings with investors and analysts. The presentation is being furnished pursuant to Item 7.01, and the information contained therein shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

On February 12, 2024, HTLF issued a news release announcing the execution of definitive agreements by its wholly-owned subsidiary HTLF Bank to sell its nine branches located in the state of Montana to two purchasers in separate transactions. A copy of the news release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The news release is being furnished pursuant to Item 8.01, and the information contained therein shall not be deemed "filed" for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits
99.1    Investor Presentation dated February 12, 2024.
99.2     News Release dated February 12, 2024.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 12, 2024HEARTLAND FINANCIAL USA, INC.
By:/s/ Kevin L. Thompson
Kevin L. Thompson
Executive Vice President
Chief Financial Officer