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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of The Securities Exchange Act of 1934
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| Date of Report (Date of earliest event reported) |
July 19, 2023 |
Heartland Financial USA, Inc.
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| Commission File Number: |
001-15393 |
(Exact name of Registrant as specified in its charter)
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| Delaware |
42-1405748 |
| (State or other jurisdiction of incorporation) |
(I.R.S. Employer Identification Number) |
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| 1800 Larimer Street |
| Suite 1800 |
| Denver, |
Colorado |
80202 |
(Address of principal executive offices, including zip code)
(303) 285-9200
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Exchange Act:
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| Title of each class |
Trading Symbol |
Name of each exchange on which registered |
| Common Stock, par value $1.00 per share |
HTLF |
Nasdaq Stock Market |
| Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E) |
HTLFP |
Nasdaq Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure
On July 19, 2023, Heartland Financial USA, Inc. (the “Company”) issued a news release announcing that its Board of Directors had approved the following dividends:
Common Stock Dividend
A cash dividend on its outstanding common stock of $0.30 per share, payable on August 25, 2023, to stockholders of record at the close of business on August 11, 2023.
Series E Preferred Stock Dividend
A cash dividend on its outstanding Series E Preferred Stock of $175 per share, which results in a dividend of $0.4375 per depositary share, payable on October 16, 2023, to stockholders of record at the close of business on October 2, 2023.
A copy of the news release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(d) Exhibits.
104 The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Date: July 19, 2023 |
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HEARTLAND FINANCIAL USA, INC. |
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By: |
/s/ Bryan R. McKeag |
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Bryan R. McKeag |
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Executive Vice President |
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Chief Financial Officer |
EX-99.1
2
ex991dividendnewsrelease7-.htm
EX-99.1
Document
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| CONTACT: |
FOR IMMEDIATE RELEASE |
| Bryan R. McKeag |
July 19, 2023 |
| Executive Vice President |
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| Chief Financial Officer |
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| (563)589-1994 |
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| Bmckeag@htlf.com |
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Heartland Financial USA, Inc. (“HTLF”)
Announces Common Stock and Series E Preferred Stock Dividends
DENVER – July 19, 2023
Common Stock Dividend
Heartland Financial USA, Inc. (NASDAQ: HTLF), operating under the brand name HTLF, announced its Board of Directors approved a quarterly cash dividend on common stock of $0.30 per share. The dividend is payable on August 25, 2023, to stockholders of record at the close of business on August 11, 2023. As of June 30, 2023, there were 42,644,544 common shares outstanding listed on the NASDAQ Global Select Market under the symbol HTLF.
HTLF has increased or maintained its common stock dividend every quarter for more than 40 years.
Series E Preferred Stock Dividend
The Board of Directors also approved a dividend of $175 for Series E Preferred Stock (NASDAQ: HTLFP), which results in a dividend of $0.4375 per depositary share. The dividend is payable on October 16, 2023, to stockholders of record at the close of business on October 2, 2023.
About HTLF
Heartland Financial USA, Inc., is a Denver, Colorado-based bank holding company operating under the brand name HTLF, with assets of $20.2 billion as of March 31, 2023. HTLF’s banks serve communities in Arizona, California, Colorado, Illinois, Iowa, Kansas, Minnesota, Missouri, Montana, New Mexico, Texas and Wisconsin. HTLF is committed to its core commercial business, supported by a strong retail operation, and provides a diversified line of financial services including treasury management, wealth management, investments and residential mortgage. Additional information is available at www.htlf.com.
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