Heartland Financial completes merger with UMB Financial

Heartland Financial USA Inc. (NASDAQ:HTLF), a $2.77 billion market cap company that has delivered an impressive 94.8% return over the past year according to InvestingPro, has successfully merged with UMB Financial Corporation (NASDAQ:UMBF), as reported in a recent 8-K filing with the Securities and Exchange Commission.

The completion of the merger, which took place on January 31, 2025, resulted in Heartland Financial becoming a wholly owned subsidiary of UMB Financial. The merger comes at a time when HTLF demonstrates strong financial health, with InvestingPro analysis showing robust revenue growth of 21.4% and a solid track record of maintaining dividend payments for 30 consecutive years.

Under the terms of the merger agreement, each share of Heartland Financial common stock was converted into the right to receive 0.55 shares of UMB Financial common stock. Additionally, Heartland’s preferred stock was exchanged for newly created UMB preferred stock on a one-for-one basis. Heartland Financial’s depositary shares, each representing a 1/400th interest in a share of their preferred stock, were also converted to UMB depositary shares.

As part of the agreement, equity awards for Heartland Financial were addressed. Vested restricted stock unit awards and options held by service providers or non-employee directors were fully vested and converted into UMB shares or cash in lieu of fractional shares. Unvested awards held by active service providers were assumed by UMB and converted into UMB awards, subject to the original terms and conditions.

The merger has led to immediate changes in the trading status of Heartland Financial’s securities. Trading of Heartland’s common and preferred stock on the NASDAQ was suspended, and the securities were delisted from the exchange as of February 3, 2025. UMB Financial plans to file certifications with the SEC to deregister Heartland Financial’s securities and to suspend its reporting obligations.

The board of directors and executive officers of Heartland Financial ceased their roles at the effective time of the merger. However, five former Heartland board members were appointed to the board of directors of UMB Financial.

The Mergers’ aggregate consideration involved approximately 23 million shares of UMB Financial stock. This financial move is part of a strategic expansion for UMB Financial, which aims to strengthen its position in the commercial banking sector.

This merger represents a significant consolidation within the banking industry, as it combines the strengths of two established financial institutions. The information provided in this article is based on a press release statement.

In other recent news, Heartland Financial has been at the center of significant developments including key earnings and revenue results, merger plans, and analyst upgrades. The company’s earnings per share (EPS) estimate for 2024 was revised by financial services firm DA Davidson from $4.60 to $4.65, following a positive performance in the third quarter of 2024. However, the EPS estimate for 2025 remains steady at $4.20.

Heartland Financial is also preparing for its upcoming merger with UMB Financial Corporation, a move that has been approved by the company’s shareholders. In preparation for the merger, the company has entered into early repayment agreements with several executives, including Bruce Lee and Kevin Thompson. This allows for the early payout of portions of their 2024 annual bonuses and, for some, a part of their severance payments.

Additionally, DA Davidson has raised Heartland Financial’s price target to $60, up from $55, while maintaining a neutral rating on the stock. This is among the recent developments in Heartland Financial’s operations. Lastly, changes have been made to the company’s board of directors, with Paul Taylor stepping down from his position.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.