UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~August~~October 724, 2024

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HEARTLAND FINANCIAL USA, INC.

(Exact name of registrant as specified in its charter)

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

1800 Larimer Street, Suite 1800

Denver, Colorado 80202

(Address of principal executive offices)

(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:

☐ 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 Act


Title of each class	Ticker 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( §240.12b-2 of this chapter).

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 57.0201 ~~Departure~~Regulation ofFD ~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Disclosure

On ~~August~~October 924, 2024, Heartland Financial USA, Inc. (the “Company”) ~~announced~~issued ~~that~~a ~~Paul~~news W.release ~~Taylor~~announcing ~~resigned~~that ~~from~~its ~~the Company’s~~ Board of Directors ~~effective~~had ~~August~~approved ~~7, 2024. Mr. Taylor’s decision to resign was not due to a dispute or disagreement with~~ the ~~Company~~following ~~or its management.~~dividends:

Common Stock Dividend

A cash dividend on its outstanding common stock of $0.30 per share, payable on November 26, 2024, to stockholders of record at the close of business on November 12, 2024.

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 January 15, 2025, to stockholders of record at the close of business on December 31, 2024.

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 and Exhibits.

Exhibit Number						Exhibit
Exhibit 104						Cover Page Interactive Data File (embedded within the Inline XBRL document)
99.1						News Release dated October 24, 2024.
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: August 9, 2024	HEARTLAND FINANCIAL USA, INC.
Date: October 24, 2024	HEARTLAND FINANCIAL USA, INC.
	By:	/s/ Kevin L. Thompson
		Kevin L. Thompson
		Executive Vice President
		Chief Financial Officer

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