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) March 9, 2022

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 8.01 Other events

On March 9, 2022, the company issued a press release in response to the Schedule 13D filed on March 8, 2022. A copy of the press release are furnished as Exhibit 99.1.

The information furnished in Item 8.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, and shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

99.1     Press Release dated March 9, 2022.

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: March 9, 2022	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
Ryan Lund	March 9, 2022
VP, Director of Corporate
Communication
(952)746-0439
rlund@htlf.com

Heartland Financial USA, Inc., Board Confirms Receipt of Letter From 13D Group

March 9, 2022 – Heartland Financial USA, Inc. (Nasdaq: HTLF) confirmed that its Board of Directors has received a letter (“Letter”) from the designated representatives of a group that filed a Schedule 13D on March 8, 2022.

“Our Board takes its fiduciary responsibilities seriously and wewill engage in appropriate discussion,” said Thomas L. Flynn, Vice Chair and Lead Independent Director of the Board. “The Board will carefully review and consider the Letter, which we only received last night. Our Board and management team are committed to creating value for all shareholders, and we will continue to take actions that will enable us to achieve this objective.”

Mr. Flynn noted that the Board of Directors unanimously approved the company’s strategy to consolidate its 11 separate bank charters into a single charter, a more common structure in the banking industry as an additional driver of HTLF’s growth strategy.

“Charter consolidation will provide HTLF with the agility, efficiencies, and scalability to support growth, while still maintaining our local brands, local decision-making and deep presence in local communities,” Mr. Flynn said. “Trusted third parties such as S&P Global have praised the bank and our strategy in a recent article. We were pleased to be notified that HTLF has climbed in the Forbes 2022 ‘Best Banks in America’ rankings to #28 from #52, a reflection of our growth, credit quality and profitability.”

In fiscal year 2021, HTLF reported solid performance that included record net income returned to shareholders of $211.9M; a 40% YOY increase in earnings per common share; record growth in total deposits of $1.4B; record organic loan growth ($689M); and increase of our dividend by more than 20% in the last year.

“I’m confident in our strategic plan,” Mr. Flynn added. “Mergers and acquisitions have been—and continue to be—part of our strategic plan. The company has momentum and is positioned for continued growth and progress against our goals in 2022.”

About Heartland Financial USA, Inc.

Heartland Financial USA, Inc. (NASDAQ: HTLF), operating under the brand name HTLF, is a financial services company with assets of $19.3 billion. HTLF’s banks serve 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 htlf.com.

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XML

Cover	Mar. 09, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Mar. 09, 2022
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