Form 8-K - Current report

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


Date of Report (Date of earliest event reported)			December 12, 2023

Heartland Financial USA, Inc.

(Exact name of Registrant as specified in its charter)


Delaware	001-15393	42-1405748
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1800 Larimer Street

Suite 1800

Denver,

Colorado

80202

(Address of principal executive offices)

(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:


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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Retirement of Chief Financial Officer

On December 12, 2023, Heartland Financial USA, Inc. (the “Company”) announced that effective December 31, 2023, Bryan McKeag will retire from the position of Chief Financial Officer of the Company. Mr. McKeag will remain with the Company through March 31, 2024 in order to support the transition of the Chief Financial Officer position, at which time he will retire from the Company.

Appointment of Chief Financial Officer

The Company also announced that effective as of January 1, 2024, Kevin L. Thompson will assume the role of Executive Vice President, Chief Financial Officer at the Company. Mr. Thompson, age 50, served as Executive Vice President, Chief Financial Officer of PacWest Bancorp from November 2022 until their merger with Banc of California, Inc. was finalized on November 30, 2023. Prior to that, he served as Executive Vice President and Chief Financial Officer of First Foundation Inc. and First Foundation Bank from 2020 to 2022, and served as interim President in 2022. From 2017 to 2020, Mr. Thompson served as Executive Vice President, Chief Financial Officer and Treasurer of Opus Bank. Prior to that, Mr. Thompson held the role of Chief Financial Officer at Midland States Bancorp and American Express Centurion Bank, as well as various other senior financial roles. Mr. Thompson is a certified public accountant.

Pursuant to the Company’s offer letter with Mr. Thompson, he will receive: (i) an annual base salary of $500,000; (ii) annual incentive compensation for 2024 with a target level of 80% of his annual base salary; (iii) Restricted Stock Units (“RSUs”) with a value of $125,000 that will vest pro-rata over a three year period; (iv) a cash sign-on award payable in 2024 of $125,000; (v) eligibility in future years for long term incentive compensation with a value equal to 100% of his annual base salary split between time-based RSUs and performance-based RSUs; and (vi) a Change of Control Agreement (the “Agreement”) further described below.

Pursuant to the Agreement, upon Mr. Thompson’s termination of employment either within six months prior to or two years following a change of control of the Company (other than a Termination for Cause as defined in the Agreement), Mr. Thompson will be entitled to severance equal to two times the sum of (i) his annual salary; and (ii) the average of the three (3) most recent bonuses paid to him. In addition, for a period of twelve months, the Company will provide Mr. Thompson with medical coverage without cost equivalent to the coverage available under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to the extent Mr. Thompson is eligible for and elects COBRA coverage.

A copy of the Company’s news release relating to these actions is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 News Release dated December 12, 2023.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


Date: December 12, 2023	HEARTLAND FINANCIAL USA, INC.

	By:	/s/ Bryan R. McKeag
		Bryan R. McKeag
		Executive Vice President
		Chief Financial Officer


INVESTOR CONTACT:
Bryan McKeag
Chief Financial Officer
563-589-1994
bmckeag@htlf.com

MEDIA CONTACT:
Ryan Lund
SVP, Director of Corporate Communications
952-746-0439
rlund@htlf.com

HTLF Announces Chief Financial Officer Transition

Current CFO Bryan McKeag to Retire

Kevin L. Thompson Named New CFO

Denver – December 12, 2023 – HTLF (NASDAQ: HTLF) announced that effective December 31, 2023, Bryan McKeag will retire from the position of Chief Financial Officer (CFO). Mr. McKeag will remain with HTLF through March 31, 2024, to support the transition of the CFO position, at which time he will retire from the company.

Mr. McKeag has been with HTLF for more than 10 years. During that time, the company’s assets quadrupled and he oversaw numerous acquisitions.

“Bryan’s expertise and stewardship have been important to HTLF’s significant growth during his tenure,” said Bruce K. Lee, HTLF President and CEO. “We are grateful to Bryan and his numerous contributions to the company over the past decade and wish him the best in his retirement.”

HTLF also announced that effective January 1, 2024, Kevin L. Thompson will assume the role of Chief Financial Officer. Mr. Thompson, previously served as CFO of PacWest Bancorp until their merger with Banc of California was finalized on November 30, 2023. Prior to that, he served as CFO of First Foundation Inc. and First Foundation Bank from 2020 to 2022, serving as interim President in 2022. Prior to First Foundation, he held the position of CFO at Opus Bank, Midland States Bancorp, and American Express Centurion Bank, as well as various other senior financial roles. Mr. Thompson is a certified public accountant.

“Kevin brings more than 25 years of finance experience and we’re thrilled to have him join HTLF,” said Mr. Lee. “His commitment to discipline and execution will help HTLF continue to drive long-term strategic growth.”

About HTLF

Heartland Financial USA, Inc., is a Denver, Colorado-based bank holding company operating under the brand name HTLF, with assets of $20.1 billion as of September 30, 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 and investments. Additional information is available at www.htlf.com.

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Cover	Dec. 12, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 12, 2023
Entity Registrant Name	Heartland Financial USA, Inc.
Entity File Number	001-15393
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	42-1405748
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(303)
Local Phone Number	285-9200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000920112
Entity Address, Address Line Two	Suite 1800
Entity Address, City or Town	Denver,
Entity Address, Address Line One	1800 Larimer Street
Noncumulative Preferred Stock [Member]
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares (each representing 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E)
Trading Symbol	HTLFP
Security Exchange Name	NASDAQ
Common Stock, par value $1.00 per share
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $1.00 per share
Trading Symbol	HTLF
Security Exchange Name	NASDAQ