UMB Financial Completes Merger with Heartland Financial USA

UMB Financial Corporation (NASDAQ: UMBF) has finalized the acquisition of Heartland Financial USA, Inc. as per the 8-K SEC Filing submitted on January 31, 2025. The completion of this merger is a significant milestone for UMB Financial Corporation, marking its largest acquisition in its 111-year history.

The merger between UMB Financial Corporation, a Missouri corporation, and Heartland Financial USA, Inc., a Delaware corporation, was executed in accordance with the Agreement and Plan of Merger dated April 28, 2024. Following the merger, UMB Financial Corporation acquired Heartland Financial USA, Inc., with Heartland Financial USA, Inc. now operating as a wholly-owned subsidiary of UMB Financial Corporation.

Key highlights of the merger include the conversion of shares of common stock and preferred stock of Heartland Financial USA, Inc. into shares of UMB Financial Corporation. Additionally, adjustments were made to equity awards, including stock options and restricted stock units, for former employees and directors of Heartland Financial USA, Inc.

Creating a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement, UMB Financial Corporation assumed Heartland Financial USA, Inc.’s obligations related to trust preferred securities and subordinated notes pursuant to the indentures and related agreements.

Furthermore, the merger led to changes in the UMB Financial Corporation’s articles of incorporation. The number of authorized shares of UMB Common Stock was increased from 80,000,000 to 160,000,000. UMB Financial Corporation also introduced UMB Preferred Stock along with a corresponding certificate of designation.

In connection with the completion of the merger, HTLF ceased to exist as a separate legal entity, prompting the delisting of HTLF Common Stock and HTLF Preferred Stock from the Nasdaq Global Select Market. As a result, UMB Financial Corporation plans to file for the deregistration of HTLF Common Stock and HTLF Preferred Stock with the Securities and Exchange Commission.

UMB Financial Corporation also disclosed an agreement involving the sale of shares of UMB Common Stock. The sale is expected to generate net proceeds of approximately $231.8 million, enabling UMB Financial Corporation to settle forward sale agreements with counterparties.

The merger with Heartland Financial USA, Inc. significantly enhances UMB Financial Corporation’s reach, increasing its total assets to approximately $68 billion and expanding its geographic footprint to 13 states. The acquisition paves the way for UMB Financial Corporation to provide a broader range of financial services to customers across new regions.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read UMB Financial’s 8K filing here.

About UMB Financial

UMB Financial Corporation operates as the bank holding company that provides banking services and asset servicing in the United States and internationally. The Commercial Banking segment provides commercial loans and credit card; commercial real estate financing; letters of credit; loan syndication, and consultative service; various business solutions including asset-based lending, mezzanine debt, and minority equity investment; and treasury management service, such as depository service, account reconciliation, cash management tool, accounts payable and receivable solution, electronic fund transfer and automated payment, controlled disbursement, lockbox service, and remote deposit capture service.