4,000,000 Depositary Shares Each Representing a 1/400th Interest in a Share ofUnderwriting Agreement • June 22nd, 2020 • Heartland Financial Usa Inc • State commercial banks • New York
Heartland Financial USA, Inc., a Delaware corporation (the “Company”), proposes to (i) issue and sell to the several underwriters named in Schedule A (the “Underwriters” or “you”, which term also includes any underwriter substituted as hereinafter provided in Section 11 hereof), acting severally and not jointly, the respective number of depositary shares (the “Initial Depositary Shares”), each such depositary share representing ownership of a 1/400th interest in a share of the Company’s 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, $1.00 par value (the “Preferred Stock”), set forth in Schedule A hereto and (ii) grant to the Underwriters, acting severally and not jointly, the option described in Section 2(b) hereof to purchase all or any part of 600,000 additional depositary shares (the “Option Depositary Shares” and together with the Initial Depositary Shares, the “Depositary Shares”). Shares of Preferred Stock will, when issued, be deposited by the Company
