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) January 21, 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))

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. ☐

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Depositary Shares, Each Representing a 1/400th Interest in a Share of 7.00% Fixed-Rate Reset NonCumulative Perpetual Preferred Stock, Series E	HTLFP	Nasdaq Stock Market

Item 7.01 Regulation FD Disclosure

On January 21, 2022 - Heartland Financial USA, Inc. (NASDAQ: HTLFP), operating under the brand name HTLF, today announced that it declared a dividend of $175 per share on its Series E Preferred Stock, which results in a dividend of $0.4375 per depositary share, to stockholders of record on March 31, 2022, for payment on April 15, 2022.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits

(a)Financial Statements of Business Acquired.

None.

a.Pro Forma Financial Information.

None.

a.Exhibits.

99.1 Press Release dated January 21, 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: January 21, 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
Bryan R. McKeag
Executive Vice President
Chief Financial Officer
(563)589-1994
BMcKeag@htlf.com

HEARTLAND FINANCIAL USA, INC. (“HTLF”)

Declares Dividend on Preferred Stock

January 21, 2022 - Heartland Financial USA, Inc. (NASDAQ: HTLFP), operating under the brand name HTLF, today announced that it declared a dividend of $175 per share on its Series E Preferred Stock, which results in a dividend of $0.4375 per depositary share, to stockholders of record on March 31, 2022, for payment on April 15, 2022.

About HTLF

Heartland Financial USA, Inc., operating under the brand name HTLF, is a financial services company with assets of $19 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 treasury management, residential mortgage, wealth management, investment and insurance. Additional information is available at htlf.com.

Safe Harbor Statement

This release (including any information incorporated herein by reference), and future oral and written statements of HTLF and its management, may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the business, financial condition, results of operations, plans, objectives and future performance of the company.

Any statements about the company's expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. Forward-looking statements may include information about possible or assumed future results of the company's operations or performance. Although the company may make these statements based on management’s experience, beliefs, expectations, assumptions and best estimate of future

events, the ability of the company to predict results or the actual effect or outcomes of plans or strategies is inherently uncertain, and there may be events or factors that management has not anticipated. Therefore, the accuracy and achievement of such forward-looking statements and estimates are subject to a number of risks, many of which are beyond the ability of management to control or predict, that could cause actual results to differ materially from those in its forward-looking statements. These factors, which are detailed in the risk factors the “Risk Factors” section under Item 1A of Part I of the company’s Annual Report on Form 10-K for the year ended December 31, 2020, include, among others: (i) COVID-19 Pandemic Risks, including risks related to the ongoing COVID-19 pandemic and measures enacted by the U.S. federal and state governments and adopted by private businesses in response to the COVID-19 pandemic; (ii) Economic and Market Conditions Risks, including risks related to changes in the U.S. economy in general and in the local economies in which HTLF conducts its operations and future civil unrest, natural disasters, terrorist threats or acts of war; (iii) Credit Risks, including risks of increasing credit losses due to deterioration in the financial condition of HTLF's borrowers, changes in asset and collateral values and climate and other borrower industry risks which may impact the provision for credit losses and net charge-offs; (iv) Liquidity and Interest Rate Risks, including the impact of capital market conditions and changes in monetary policy on our borrowings and net interest income; (v) Operational Risks, including processing, information systems, cybersecurity, vendor, business interruption, and fraud risks; (vi) Strategic and External Risks, including competitive forces impacting our business and strategic acquisition risks; (vii) Legal, Compliance and Reputational Risks,

including regulatory and litigation risks; and (viii) Risks of Owning Stock in HTLF, including stock price volatility and dilution as a result of future equity offerings and acquisitions. There can be no assurance that other factors not currently anticipated by HTLF will not materially and adversely affect the company’s business, financial condition and results of operations. All statements in this release, including forward-looking statements, speak only as of the date they are made. The company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions which may be made to or correct or update any forward-looking statement to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events or to otherwise update any statement in light of new information or future events.

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XML

Cover	Jan. 21, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 21, 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
Title of 12(b) Security	Depositary Shares, Each Representing a 1/400th Interest in a Share of 7.00% Fixed-Rate Reset NonCumulative Perpetual Preferred Stock, Series E
Trading Symbol	HTLFP
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity Central Index Key	0000920112