January 31, 2025 · Form 4 insider transaction
Nestman Lo B. sold 806 shares of Heartland Financial USA, Inc., a transaction worth N/A. The trade was recorded as disposition to the issuer and disclosed on an SEC Form 4, filed 4 days after the transaction.
Represents shares (including in respect of shares underlying, as applicable, HTLF RSU Awards, HTLF PSU Awards and HTLF Options (each, as defined in the Agreement and Plan of Merger, dated as of April 28, 2024 (the "Merger Agreement"), by and among Heartland Financial USA, Inc. ("HTLF"), UMB Financial Corporation ("UMB") and Blue Sky Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of HTLF common stock that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive 0.5500 shares of UMB common stock (the "Exchange Ratio") and, if applicable, cash in lieu of fractional shares. On January 31, 2025, the last trading day prior to the Effective Time, the closing price of one share of UMB common stock was $117.90.; Upon the Effective Time: each vested HTLF Option was cancelled and converted into the right to receive shares of UMB common stock equal to the product of the Exchange Ratio multiplied by the number of shares of HTLF common stock subject to such award, reduced by a number of shares of HTLF Common Stock having a fair market value equal to the aggregate exercise price applicable to such HTLF Option.