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HEARTLAND FINANCIAL USA, INC. 500,000 Shares Common Stock, $1.00 Par Value DIVIDEND REINVESTMENT and STOCK PURCHASE PLAN

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HEARTLAND FINANCIAL USA, INC. 500,000 Shares Common Stock, $1.00 Par Value DIVIDEND REINVESTMENT and STOCK PURCHASE PLAN 8/28/2019 Document HEARTLAND FINANCIAL USA, INC. 500,000 Shares Common Stock, $1.00 Par Value DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN The Dividend Reinvestment and Stock Purchase Plan (the “Plan”), described herein, offers the holders of common stock, $1.00 par value, of Heartland Financial USA, Inc. (“Heartland”; also “we” or “us”) a simple and convenient method of increasing your holdings in our company by directly reinvesting your dividends and by making cash purchases of additional shares. Stockholders who participate in the Plan (“Participants”) may purchase additional shares of common stock by having their cash dividends automatically reinvested in shares of common stock. A Participant may elect to reinvest dividends on either all or a portion of his or her shares of common stock. Participants may also elect to purchase additional shares of common stock by making cash payments of not less than $500 or more than $50,000 per quarter. This Prospectus relates to 500,000 authorized and unissued or treasury shares of our common stock registered for sale under the Plan, together with any additional shares resulting from any stock splits, dividends, recapitalizations or similar transactions. Shares of common stock acquired for the Plan will generally be purchased in the open market or through privately negotiated transactions, but may also be purchased from us directly. For shares purchased in the open market or in negotiated transactions, the purchase price per share will be deemed to be the average price per share paid for all of the shares purchased for the Plan with the proceeds from a dividend. For shares purchased from us, the purchase price will be deemed to be the average of the closing price for a share of the common stock, as quoted on the Nasdaq National Market System for the five days on which our common stock was traded immediately preceding the date of purchase. Our common stock is currently quoted on the Nasdaq National Market System under the symbol “HTLF.” As of August 6, 2019, the closing price for a share of our common stock was $45.34. Stockholders who do not elect to participate in the Plan will continue to receive dividends, as declared and paid, by check or advice of credit. Participants may have their dividends, as declared and paid, automatically reinvested and participants may purchase additional shares under the Plan as further described herein. Heartland's principal executive offices are located at 1398 Central Avenue, Dubuque, Iowa 52001. Our telephone number for stockholder inquiries is (563) 589-2100. The shares of common stock offered hereby are not savings accounts or savings deposits and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Investing in Heartland's common stock involves risks. See “Risk Factors” beginning on page 1 of this prospectus and any risk factors described in Heartland’s Securities and Exchange Commission filings that are incorporated by reference in this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these common shares or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. https://www.sec.gov/Archives/edgar/data/920112/000092011219000221/forms-3asrhtlfdividendrein.htm 4/30 8/28/2019 Document The date of this Prospectus is August 8, 2019. i https://www.sec.gov/Archives/edgar/data/920112/000092011219000221/forms-3asrhtlfdividendrein.htm 5/30 8/28/2019 Document TABLE OF CONTENTS Page Risk Factors 1 Cautionary Statement Regarding Forward-Looking Statements 2 About Heartland Financial USA, Inc. 2 Where You Can Find More Information 3 Description of the Plan 3 United States Federal Income Tax Information 10 Use of Proceeds 11 Validity of Securities 11 Experts 11 https://www.sec.gov/Archives/edgar/data/920112/000092011219000221/forms-3asrhtlfdividendrein.htm 6/30 8/28/2019 Document RISK FACTORS An investment in Heartland's common stock involves risks. You should carefully consider and evaluate all of the information included and incorporated by reference in this prospectus, including the risk factors incorporated by reference from our most recent annual report on Form 10-K, as updated by our subsequent quarterly reports on Form 10-Q and other filings we make with the Securities and Exchange Commission (the "SEC"). It is possible that our business, financial condition, liquidity or results of operations could be materially adversely affected by any of these risks. See also “Cautionary Statement Regarding Forward-Looking Statements” in this prospectus. Our Board of Directors has the power to issue series of preferred stock and to designate the rights and preferences of those series, which could adversely affect the voting power, dividend, liquidation and other rights of holders of our common stock. Under our restated certificate of incorporation, as amended, our Board of Directors may designate new series of preferred stock with the rights, preferences and privileges that the Board of Directors deems appropriate, including special dividend, liquidation and voting rights. The creation and designation of a new series of cumulative preferred stock could adversely affect the voting power, dividend, liquidation and other rights of holders of our common stock and, possibly, any other class or series of stock that is then in existence. The market price of our common stock may be volatile, and this may make it difficult for holders to sell the common stock at the desired time and for the desired price. Risks that may impact Heartland's net income and the strength of its balance sheet depend on a number of factors, including the following: (i) the strength of the national economy and the economies of local communities in which Heartland conducts business; (ii) the economic impact of past and any future terrorist threats and attacks and any acts of war; (iii) changes in state and federal banking laws and regulations and governmental policies affecting financial institutions; (iv) changes in interest rates and prepayment rates of Heartland's loans; (v) increased competition in the financial services sector and the inability of Heartland to attract new customers; (vi) changes in technology and Heartland's ability to develop and maintain secure and reliable electronic systems; (vii) the potential impact of future acquisitions and Heartland's ability to successfully integrate acquired banks; (viii) the loss of key executives or employees; (ix) changes in consumer spending; (x) unexpected outcomes of existing or new litigation involving Heartland; and (xi) changes in accounting policies and practices. These factors are described in detail in Heartland's most recent Annual Report on Form 10-K, which is incorporated by reference into this prospectus. General market fluctuations, industry factors and general economic and political conditions and events have caused a decline in Heartland's stock price in the past, and these factors, as well as interest rate changes, unfavorable credit loss trends, or unforeseen events such as terrorist attacks could cause Heartland's stock price to be volatile regardless of its operating results. Stockholders may experience dilution as a result of future equity offerings and acquisitions. In order to raise capital for future acquisitions or for general corporate purposes, we may offer additional shares of our common stock or other securities convertible into or exchangeable for our common stock at a price per share that may be lower than the current price. In addition, investors purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, may be higher or lower than the price paid by existing stockholders. Certain banking laws, our charter documents and the Heartland Stockholder Rights Plan may have an anti-takeover effect. Certain federal banking laws, including regulatory approval requirements; our Certificate of Incorporation, as amended (the “Certificate of Incorporation”); and our Bylaws, as amended (the "Bylaws") could make it more difficult for a third party to acquire Heartland, even if doing so would be perceived to be beneficial to Heartland’s stockholders. For example, the federal Change in Bank Control Act, Bank Merger Act, and Bank Holding Company Act, as well as certain similar state laws, require bank regulatory approvals for acquisitions of direct or indirect control of banks and bank holding companies, mergers of banks and other transactions that may result in a company becoming a bank holding company or where an existing banking holding company seeks to invest in another banking organization. Our Certificate of Incorporation provides for a staggered board of directors that makes it more difficult for a third party acquirer to replace an incumbent board that opposes a takeover. In addition, Heartland's Amended and Restated Rights Agreement causes it to be difficult for any person to acquire 15% or more of Heartland's outstanding stock (with certain limited exceptions) without the permission of our board of directors. The combination of these provisions may inhibit a non-negotiated merger or other business combination, which, in turn, could adversely affect the market price of Heartland's common stock. 1 https://www.sec.gov/Archives/edgar/data/920112/000092011219000221/forms-3asrhtlfdividendrein.htm 7/30 8/28/2019 Document The payment of future dividends on shares of our common stock will be subject to the discretion of our Board of Directors and will depend on the earnings and cash flows of our subsidiary banks, as well as other factors. Heartland has historically paid quarterly dividends on our shares of common stock. Any determination to pay dividends in the future will be at the discretion of our Board of Directors. In addition, Heartland is a holding company with no significant operations of its own.
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