Item 4 — Purpose of Transaction
On April 28, 2024, UMBF entered into an Agreement and Plan of Merger (the "Merger Agreement") with Heartland Financial USA, Inc., a Delaware corporation ("HTLF"), and Blue Sky Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of UMBF ("Blue Sky Merger Sub"). On January 31, 2025, as contemplated by the Merger Agreement, (i) Blue Sky Merger Sub merged with and into HTLF (the "Merger"), with HTLF surviving the Merger as a wholly owned subsidiary of UMBF (the "Surviving Entity") and (ii) immediately following the effective time of the Merger (the "Effective Time") and as part of a single integrated transaction, the Surviving Entity merged with and into UMBF (the "Second Merger", and together with the Merger, the "Mergers"), with UMBF surviving the Second Merger. Pursuant to the Merger Agreement, at the Effective Time each share of common stock, par value $1.00 per share, of HTLF issued and outstanding immediately prior to the Effective Time, other than certain shares held by UMBF or HTLF, was converted into the right to receive 0.55 shares of UMBF Common Stock. As a result of the Mergers, the issued and outstanding shares of UMBF Common Stock was increased to 72,473,137. The Reporting Person does not have, as of the date of this Amendment No. 2, any plans or proposals that relate to or would result in any of the actions or events specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may change his plans or proposals in the future. In determining whether to sell shares of Common Stock reported as beneficially owned in this Schedule 13D (and in what amounts), to retain such securities or to purchase additional securities, the Reporting Person will take into consideration such factors as he deems relevant, including existing and anticipated market conditions from time to time, general economic conditions and regulatory matters, among other things. The Reporting Person reserves the right to change his intention with respect to any or all matters referred to in this Item 4.