John K. Schmidt - 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

Of these shares 2,506 are held as JTWROS and 1,000 are held in Jt. Ten.

Footnote F3

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

Footnote F4

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.