(Commission File No.: 001-38481)
Pursuant to Rule 425 of the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
of the Securities Exchange Act of 1934
Subject Company: HTLF
(Commission
File No.: 001-15393)
An article in the Kansas City Business Journal, dated as of
May 21, 2024 included the below quotes from J. Mariner Kemper, Chairman of the Board of Directors and Chief Executive Officer of UMB Financial Corporation.
We hired PWC a year ago for a GAAP analysis that came back clean, Kemper said during a phone call with analysts. We know what we need to do.
Were well prepared and were pretty well along the way to do that anyway, even before and independent of doing this transaction. So were very comfortable with where we stand from that standpoint. There will be some investment we need to
make along the way, but its identified and easy to do. Regulators have been supportive of the process that weve been going through and were very comfortable and excited about crossing that $50 billion threshold.
We will combine two franchises with similar values of conservative credit culture, complementary businesses, Kemper told analysts.
UMBs strong commercial banking capabilities will expand into new markets and Heartlands successful consumer and business efforts will bring further density and diversity to our business model. In fact, we will nearly double our
retail presence.
Cautionary Note Regarding Forward Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule
175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder, which statements involve inherent risks and uncertainties. Any
statements about UMB Financial Corporations (UMB), Heartland Financial USA, Inc.s (HTLF) or the combined companys plans, objectives, expectations, strategies, beliefs, or future performance or
events constitute forward-looking statements. Such statements are generally identified as those that include words or phrases such as believes, expects, anticipates, plans, trend,
objective, continue, or similar expressions or future or conditional verbs such as will, would, should, could, might, may, or similar expressions.
Forward-looking statements involve known and unknown risks, uncertainties, assumptions, estimates, and other important factors that change over time and could cause actual results to differ materially from any results, performance, or events
expressed or implied by such forward-looking statements. Such forward-looking statements include but are not limited to statements about the benefits of the business combination transaction between UMB and HTLF (the Transaction),
including future financial and operating results, the combined companys plans, objectives, expectations and intentions, and other statements that are not historical facts.