8-K

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) April 26, 2021

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)

Commission File Number: 001-15393

Delaware	42-1405748
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification Number)

1398 Central Avenue
Dubuque,	Iowa	52001

(Address of principal executive offices)

(563) 589-2100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	HTLF	Nasdaq 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)	HTLFP	Nasdaq 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) Director resignation

On April 26, 2021, Heartland Financial USA, Inc. (NASDAQ: HTLF) announced that Mark Falb resigned from the HTLF Board of Directors effective April 20, 2021.

A copy of the release issued by the Company on April 26, 2021 is attached as Exhibit 99.1.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

    (d) Exhibits.

99.1 Release dated April 26, 2021

104    The cover page from this Current Report on Form 8-K, formatted as Inline XBRL

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: April 26, 2021	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Bryan R. McKeag
		Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer

EX-99.1

CONTACT:	FOR IMMEDIATE RELEASE
Laura Hughes	April 26, 2021
Executive Vice President
Chief Marketing Officer
(563)589-2148
lhughes@htlf.com

HEARTLAND FINANCIAL USA, INC. (“HTLF”)

Mark Falb resigns from HTLF Board after more than 40 years of combined service to HTLF and Dubuque Bank & Trust (“DBT”)

April 26, 2021 —Dubuque, IA. Heartland Financial USA, Inc. (NASDAQ: HTLF) announced that Mark Falb has decided to resign from the HTLF Board of Directors effective April 20, 2021. Mr. Falb has provided leadership to the HTLF Board since 2001, most recently serving as Vice Chairman of the Board and Chair of the Audit Committee.

“In 2001, when Mark joined our Board, we were nearing $2B in assets and we operated in 3 states, Iowa, Illinois and Wisconsin. Today we have grown assets to $18B and operate in 11 states, with more than 60% of our assets in the Southwest and Western United States,” said Lynn B Fuller, HTLF executive operating chairman. “Mark’s 40-plus-years of combined service on the DBT and HTLF Boards has contributed to our company’s growth and success and we are grateful.” concluded Fuller.

“HTLF has benefited from Mark’s leadership and oversight of our Audit Committee.,” shared Bruce K. Lee, president and chief executive officer, HTLF. “Mark has contributed to the vitality of our company and our community,” stated Lee.

“It’s been an honor and privilege to serve on the HTLF and DBT Boards,” said Falb. “HTLF and each of its banks has exceptional leadership and are positioned to grow and prosper long into the future.”

Mr. Falb is Chairman of the Board and chief executive officer of Kendall/Hunt Publishing. Other Boards and Appointments include: Past Board member, Dubuque Bank & Trust, President of Board of Directors, Iowa Scholarship Fund, since 1997; Vice President of the Grand Opera House Foundation since 2006; Lifetime Member on the Board of Trustees for the University of Dubuque since 2015.

About HTLF

Heartland Financial USA, Inc., operating under the brand name HTLF, is a financial services company with assets of approximately $18 billion. HTLF has banks serving communities in Arizona, California, Colorado, Illinois, Iowa, Kansas, Minnesota, Missouri, Montana, New Mexico, Texas and Wisconsin. HTLF is committed to its core commercial business, supported by a strong retail operation, and provides a diversified line of financial services including residential mortgage, wealth management, investment and insurance. Additional information is available at www.htlf.com.

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XML

Cover	Apr. 26, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 26, 2021
Entity Registrant Name	Heartland Financial USA, Inc.
Entity File Number	001-15393
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1405748
Entity Address, Address Line One	1398 Central Avenue
Entity Address, City or Town	Dubuque,
Entity Address, State or Province	IA
Entity Address, Postal Zip Code	52001
City Area Code	563
Local Phone Number	589-2100
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000920112
Common Stock, par value $1.00 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	HTLF
Security Exchange Name	NASDAQ
Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)
Trading Symbol	HTLFP
Security Exchange Name	NASDAQ