UMB Financial : Acquisition of Heartland Financial

UMB Acquisition of Heartland Financial

Strategically Compelling, Financially Attractive

UMB Financial Corporation

April 29, 2024

Cautionary Note Regarding Forward-Looking Statements

This presentation 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 Corporation's ("UMB"), Heartland Financial USA, Inc.'s ("Heartland" or "HTLF") or the combined company's 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 company's plans, objectives, expectations and intentions, and other statements that are not historical facts.

These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those projected. In addition to factors previously disclosed in UMB's and HTLF's reports filed with the U.S. Securities and Exchange Commission (the "SEC"), the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the occurrence of any event, change, or other circumstance that could give rise to the right of one or both of the parties to terminate the definitive merger agreement between UMB and HTLF; the outcome of any legal proceedings that may be instituted against UMB or HTLF; the possibility that the Transaction does not close when expected or at all because required regulatory, shareholder, or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the Transaction); the risk that the benefits from the Transaction may not be fully realized or may take longer to realize than expected, including as a result of changes in, or problems arising from, general economic and market conditions, interest and exchange rates, monetary policy, laws and regulations and their enforcement, and the degree of competition in the geographic and business areas in which UMB and HTLF operate; the ability to promptly and effectively integrate the businesses of UMB and HTLF; the possibility that the Transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risk and potential adverse reactions of UMB's or HTLF's customers, employees or other business partners, including those resulting from the announcement or completion of the Transaction; the dilution caused by UMB's issuance of additional shares of its capital stock in connection with the Transaction; and the diversion of management's attention and time from ongoing business operations and opportunities on merger-related matters.

These factors are not necessarily all of the factors that could cause UMB's, HTLF's or the combined company's actual results, performance, or achievements to differ materially from those expressed in or implied by any of the forward-looking statements. Other factors, including unknown or unpredictable factors, also could harm UMB's, HTLF's or the combined company's results.

All forward-looking statements attributable to UMB, HTLF, or the combined company, or persons acting on UMB's or HTLF's behalf, are expressly qualified in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and UMB and HTLF do not undertake or assume any obligation to update publicly any of these statements to reflect actual results, new information or future events, changes in assumptions, or changes in other factors affecting forward-looking statements, except to the extent required by applicable law. If UMB or HTLF update one or more forward-looking statements, no inference should be drawn that UMB or HTLF will make additional updates with respect to those or other forward-looking statements.

Further information regarding UMB, HTLF and factors which could affect the forward-looking statements contained herein can be found in UMB's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available at on the SEC's archive site, here, and its other filings with the SEC, and in HTLF's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (and which is available here, and its other filings with the SEC.

Market and Industry Data. Unless otherwise indicated, market data and certain industry forecast data used in this presentation were obtained from internal reports, where appropriate, as well as third party sources and other publicly available information. Data regarding the industries in which the Company competes, its market position and market share within these industries are inherently imprecise and are subject to significant business, economic and competitive uncertainties beyond the Company's control. In addition, assumptions and estimates of the Company and its industries' future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause future performance to differ materially from assumptions and estimates.

HTLF Data. Unless otherwise indicated, data about HTLF provided in this presentation, including financial information, has been obtained from HTLF management and its public filings with the Securities and Exchange Commission.

Pro Forma Forward-LookingData. Neither our nor HTLF's independent registered public accounting firms have studied, reviewed or performed any procedures with respect to the pro forma forward-looking financial data for the purpose of inclusion in this presentation, and, accordingly, neither have expressed an opinion or provided any form of assurance with respect thereto for the purpose of this presentation. These pro forma forward-looking financial data are for illustrative purposes only and should not be relied on as necessarily being indicative of future results. The assumptions and estimates underlying the pro forma forward-looking financial data are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ materially from those contained in the prospective financial information, including those in the "Forward-Looking Statements" disclaimer above. Pro forma forward-looking financial data is inherently uncertain due to a number of factors outside of our or HTLF's control. Accordingly, there can be no assurance that the prospective results are indicative of future performance of the combined company after the proposed acquisition or that actual results will not differ materially from those presented in the pro forma forward-looking financial data. Inclusion of pro forma forward-looking financial data in this presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved.

Non-GAAPFinancial Measures. This presentation includes certain financial measures derived from consolidated financial data but not presented in accordance with U.S. generally accepted accounting principles ("GAAP"), including adjusted return on average tangible common equity ("ROATCE"), adjusted return on average assets ("ROAA") and tangible book value ("TBV"). The Company believes that these non-GAAP measures, when taken together with its financial results presented in accordance with GAAP, provide meaningful supplemental information regarding its operating performance and facilitate internal comparisons of its historical operating performance on a more consistent basis. These non-GAAP financial measures however are subject to inherent limitations, may not be comparable to similarly titled measures used by other companies and should not be considered in isolation or as an alternative to GAAP measures. Please refer to the Appendix for reconciliations of the non-GAAP financial measures to their most directly comparable GAAP financial measures.

2

Accelerates UMB's Organic Growth

Strategically & Financially

								Enhances scale, creating an estimated ~$65B asset multi-regional champion (1)
Significant Scale								Increases density in existing markets (Denver, Phoenix, Kansas City)
in Attractive
Markets								Expands into attractive new geographies (West Texas, New Mexico, Iowa,
								Illinois (2), Wisconsin, California, and Minnesota)
								Shared values with strong, conservative credit culture
								Further diversifies business model with granular core deposit base
Complementary
Combination								Accelerates retail banking and small business lending initiatives, nearly
								doubling UMB's retail presence
								Financially attractive using conservative assumptions
								Drives growth and profitability, with the potential to enhance ROATCE (1) (3) by
Well Positioned								~800bps+ and generate excess capital for growth
for Profitable								Scales Wealth Management (expected to increase AUM / AUA by ~31% (1)) and
Growth								other opportunities for meaningful revenue synergies (Treasury Services, SBA)
								Continued low Loan-to-Deposit ratio of 67% positions UMB for growth

Financial information as of 03/31/24. (1) Pro Forma data is subject to various assumptions and uncertainties. See disclaimer "Pro Forma Forward-Looking Statements"; (2) UMB's branch locations in Illinois are
part of St. Louis MSA; (3) ROATCE represents 2025E with fully phased-inpre-tax cost savings of $124mm and shown as if transaction closed on 10/1/25 for illustrative purposes.	3

Attractive Transaction

Creates a ~$65B Asset Regional Champion

Heartland: 107 (4)

UMB: 90 Pro Forma: 197

	Pro Forma Metrics
$64.5B	$21.2B
Assets	Wealth AUM/AUA
$6.2B	13
Market Cap (5)	Total States
$52.2B	$35.0B
Deposits	Loans

Attractive Deal Pricing & Financial Metrics

	Transaction	UMB	EPS Accretion (2)(3)	31%
	Multiple	Multiple
P/E 2025	9.7x	10.8x
Earnback (Years) (3)	3.1
P/E 2025	6.7x	--			CET1 at Close	~10% (5)
w / Cost Savings (1)
P/TBV (6)	1.53x	1.41x	Internal Rate of Return	~20%
	Does not include RMB
	branch sale gain

Financial information as of 03/31/24. Market data as of 04/26/24. Pro Forma data is subject to various assumptions and uncertainties. See disclaimer "Pro Forma Forward-Looking Statements"; (1) Reflects fully phased-inrun-ratepre-tax cost savings of $124mm; (2) EPS accretion assumes transaction close on 1/1/25 based on analyst consensus; (3) Inclusive of rate marks; (4) Excludes Rocky Mountain Bank Branches;

(5) Includes $210mm of forward equity issuance at $75.00 per share prior to underwriting discount; (6) Non-GAAP measure. See reconciliations.

4

Transaction Structure

		▪	100% stock consideration
	Transaction	▪ Fixed exchange ratio 0.55x UMB shares for each HTLF share
	Structure
		▪ Ownership : 64.9% UMB | 31.4% HTLF | 3.7% Equity raise investors
		▪ Deal value of $2.0B, $45.74 per HTLF share; equivalent to 28.1% premium (1)
	Transaction	▪	Price / 2025E Consensus EPS of 9.7x (1)
	Value	▪ Price / 2025E Consensus EPS with cost savings of 6.7x (1) (2)
		▪ Price / Tangible Book Value Per Share of 1.53x (1)
		▪ $210mm of common equity priced at $75.00 per share
	Equity
	▪ UMB utilized a forward settlement mechanism to provide flexibility around settlement amount and date;
	Raise
		valid for up to 18 months
	Board of	▪	Post-closing, the UMB Board will have 16 members; 11 UMB directors and 5 Heartland directors
	Directors
	and	▪ No change to the UMB executive leadership team
	Management
		▪ Approval of UMB shareholders and HTLF stockholders required
	Approvals &	▪	Customary regulatory approvals
	Timing

▪ Anticipated closing in the first quarter of 2025

Financial information as of 03/31/24. Market data as of 04/26/24. (1) Based on HTLF share price as of 4/26/2024; (2) Assumes fully phased-inrun-ratepre-tax cost savings of $124mm.

5

Positions UMB for Future Growth

Enhanced Profitability & Capital Generation

Comparison with $20B - $100B Asset Banks

19.6%

ROATCE (2025E)

Pro Forma

Median

Top Quartile

By the Numbers, Projected:

Common Equity Tier 1 of ~10%

at Close of Transaction (1)

Strong Core Earnings Power:

Net Income + Cost Savings = $0.7B (2)

Fee Income (2025E)

Loan-to-Deposit (Q4'23)

Pro Forma

67.1%(5)

Pro Forma

~$0.7B of Interest Rate Marks

Representing ~135bps of Capital to

Accrete Through Earnings (3)

~$10B of Excess Deposit Capacity vs

Peer Loan-to-Deposit Median

Pro Forma $0.7B of Diversified Fee

Income (4)

Market data as of 04/26/24. Includes 42 US publicly-traded banks with $20B-$100B in assets;. Metrics reflect fully phased-inrun-ratepre-tax cost savings of $124mm. Pro Forma data is subject to various assumptions and
uncertainties. See disclaimer "Pro Forma Forward-Looking Statements". (1) Assumes $210mm of equity issuance; (2) Represents UMB and Heartland consensus 2025E net income plus cost savings; (3) Reflects combined
post-tax rate marks flowing through earnings post-close, divided by RWAs at close; (4) Reflects financial information for Q1'24 annualized. Excludes gain / loss on securities; (5) Pro Forma L/D from financial information as of	6
Q1'24.

About Heartland

Company Overview

• Heartland Financial USA (NASDAQ: HTLF)
• Year Established: 1981
• Headquarters: Denver, CO
• 107 Branches: (1) Located across the Midwest, West & Southwest Regions

Business Highlights

• Community-focusedbanking model with a broad footprint that both enhances profitable growth strategies as well as diversifies risk
• Provides a wide range of commercial, small business and consumer banking services to businesses, including public sector and non-profit entities, and to individuals
• Top 10 deposit market share in 19 of the 36 MSAs in which they operate (2)
• For more than 40 years, Heartland has increased or maintained their quarterly common dividend
• Ample liquidity with loan-to-deposit ratio of 74%

Total Assets	Total Deposits (1)
$19.1B	$15.3B
Total Loans HFI	ROAA(4) (5)
$11.6B	1.13%
NIM	ROATCE(4) (5)
3.52%	17.4%
Yield on Loans	Cost of Deposits
6.63%	2.11%
NCOs / Avg. Loans	LLR / Gross Loans
0.08%	1.06%

Recognition of Excellence

Greenwich Award	Forbes America's Best	Nilson Report
Six Heartland brands named	Banks 2023	Ranked Heartland among top
'22 Customer Experience	Named for 7th consecutive year	U.S. commercial credit card
Leaders (3)		issuers for 8th consecutive year

Financial data as of, or for the quarter ended, 03/31/24. (1) Excludes Rocky Mountain Bank branches; (2) Deposit information as of 06/30/23, FDIC Deposit Market Share; (3) Named as '22 Customer Experience Leaders in US Commercial Small Business or Middle Market Banking; (4) Adjusted for gain/(loss) from sale of securities, gain/(loss) on sales/valuations of assets, acquisition, integration and

restructuring costs and FDIC special assessment; (5) Non-GAAP measure. See reconciliations.

7

Heartland: Footprint & Brands

Announced sale of Rocky Mountain Bank branches in February 2024

(9 Branches, $363M Loans,

$594M Deposits)

Denver, CO	Dubuque, IA
Citywide Banks	Dubuque Bank & Trust
15 Branches	6 Branches
$4.3B in Deposits	$1.7B in Deposits
Headquarters Location	Operations Center Location

Branches in Select MSAs

Phoenix, AZ	Rockford, IL
Arizona Bank & Trust	Illinois Bank & Trust
7 Branches	5 Branches
$1.5B in Deposits	$1.5B in Deposits

Albuquerque, NM	Lubbock, TX
New Mexico Bank & Trust	First Bank & Trust Texas
9 Branches	9 Branches
$1.4B in Deposits	$1.1B in Deposits

CA; Central Valley, Central Coast	Kansas City
Premier Valley Bank	Bank of Blue Valley
7 Branches	6 Branches
$1.0B in Deposits	$753M in Deposits

Milwaukee, WI; Madison, WI	Minneapolis, MN
Wisconsin Bank & Trust	Minnesota Bank & Trust
5 Branches	2 Branches
$752M in Deposits	$543M in Deposits

Source: S&P Capital IQ, Heartland Management. Note: MSA deposit data generated from S&P Capital IQ based on the FDIC Summary of Deposits data study as of 6/30/23.

8

Builds Presence in the Midwest and Southwest - New & Enhanced Markets

85%+ of Pro Forma Deposits in Markets With a Top 10 Rank (1)

State

Missouri

Market

UMB	HTLF

Current Footprint

✓ ✓

		Demographics
2024		'24-'29E	2024		Total Market
		UMB
Population		Population		Median		Deposits
Deposits
(000s)		Growth		HHI ($)		($mm)	($mm)
6,201	1.7%	$68,010	$231,631	$26,637

HTLF

Deposits

($mm)

$32

	Deposits
			Pro Forma
	Deposits		% of		Market		Market
	($mm)		Franchise		Rank		Share (%)
$26,669	52.3%	2	11.5%

Shared Markets

Colorado

Kansas

Arizona

✓	✓	5,928	4.4	90,555	186,727	2,468	4,520	6,988	13.7	5	3.7
✓	✓	2,946	1.2	71,300	98,643	2,118	898	3,016	5.9	7	3.1
✓	✓	7,486	3.5	74,483	208,252	1,423	1,486	2,909	5.7	10	1.4

Texas	✓	✓	30,665	4.7	73,203	1,104,099	483	1,970	2,454	4.8	43	0.2

Additional HTLF Markets (2)

New Mexico

Iowa

Illinois (3)

Wisconsin

California

✓	2,118	0.9%	$61,656	$43,727	$--	$2,366	$2,366	4.6%	4	5.4%
✓	3,217	2.0	73,122	113,201	--	1,718	1,718	3.4	14	1.5
✓	12,526	(0.4)	79,180	666,216	162	1,599	1,761	3.5	31	0.3
✓	5,919	1.6	74,195	192,873	--	1,150	1,150	2.3	25	0.6
✓	39,173	1.1	92,605	1,785,610	--	1,038	1,038	2.0	73	0.1

Minnesota

✓

5,760

2.4

86,272

298,300

--

543

543

1.1

50

0.2

Note: Deposit and demographic data generated from S&P Capital IQ based on the FDIC Summary of Deposits data study as of 06/30/23. (1) Represents pro forma deposits in top 10 market ranked MSA

markets; (2) Additional markets shown in order of Heartland deposits; (3) UMB's branch locations in Illinois are part of St. Louis MSA. The state of Illinois is therefore considered an additional market.

9

Heartland: Stable & Granular Deposit Base

HTLF Deposits by Type (1)

Deposit Diversification (1)

	Savings
Wholesale	7%
/ Inst.	Noninterest
7%	Bearing
Time	28%
Deposits

11%

$15.3B

Money Market

17%

Interest-Bearing

Demand

30%

Deposits by Geography (2)

NM 15%

CO 13%

TX 12%

AZ 10%

IL 9%

Other 9%

IA 8%

WI 8%

CA 6%

KS/MO 6%

MN 4%

Deposits by Industry

Healthcare 11%

Public Admin. 10%

Construction 9%

Non-Profit 8%

RE Rental 7%

Manufacturing 7%

Prof. Services 7%

Education 7%

Finance 6%

Wholesale 3%

Retail Trade 3%

Other 22%

Deposit Characteristics

Deposit Trends (4)	Deposit Costs	58% Noninterest	Adjusted Uninsured	No geographic market or
	Bearing and Interest-	Deposits (6)
	Total Deposits: 2.11%	industry concentration >
5-Yr CAGR +11%	Bearing Demand
31%	15% of total deposits
Customer Dep.: 1.86% (5)	Deposits

Source: S&P Capital IQ and Heartland Management. Financial information as of 03/31/24. (1) Pro Forma for sale of Rocky Mountain Bank branches; (2) Deposits by Bank Division; (3) Other includes brokered
deposits and Trust MMDA not allocated to a division; (4) 5 years ended 03/31/24; (5) Customer Deposits exclude wholesale and institutional deposits and brokered CDs; (6) Percentage of total deposits as of	10
Q1'24. Estimated uninsured deposits ex. brokered, ICS, and collateralized deposits.