Robert B. Engel - 31 Jan 2025 Form 4 Insider Report for HEARTLAND FINANCIAL USA INC

Footnote F1

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.

Footnote F2

Depositary Shares, Each Representing a 1/400th Interest in a Share of 7.00% Fixed-Rate Reset NonCumulative Perpetual Preferred Stock, Series E, par value $1.00 per share

Footnote F3

Represents depositary shares, each representing a 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, par value $1.00 per share, of HTLF ("HTLF Preferred Stock"), disposed of in connection with the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time, each share of HTLF Preferred Stock that was outstanding immediately prior to the Effective Time was converted into the right to receive one share of a newly created series of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A preferred stock, par value $1.00 per share, of UMB ("UMB Preferred Stock"), and each depositary share representing a 1/400th interest in HTLF Preferred Stock was converted into the right to receive a new depositary share representing a 1/400th interest in UMB Preferred Stock.

Footnote F4

Each HTLF RSU Award represents a contingent right to receive one share of HTLF common stock.

Footnote F5

Upon the Effective Time: HTLF RSU Award became fully vested and was cancelled and converted into the right to receive shares of UMB common stock equal to the number of shares of of HTLF common stock subject to such award multiplied by the Exchange Ratio.