You are cordially invited to attend the Annual Meeting of Stockholders of Heartland Financial USA, Inc. (the “Company”.) The Annual Meeting will be a virtual meeting of stockholders conducted exclusively online via webcast, on Wednesday, May 19, 2021,June 15, 2022, at 1:00 p.m. Central Daylight Time. You will be able to attend the Annual Meeting online by visiting: www.virtualshareholdermeeting.com/HTLF2021.HTLF2022. To participate in the Annual Meeting, you will need the 16-digit control number included in your proxy materials or Notice of Internet Availability of Proxy Materials (the "Internet Notice").

At our Annual Meeting, we will discuss and vote on the matters described in the proxy materials. Your vote is important, regardless of the number of shares you own.

If you are sent an Internet Notice but would prefer to receive the traditional printed proxy materials free of charge, please follow the instructions on the Internet Notice to request the printed materials via U.S. mail. If you received the traditional printed proxy materials in lieu of the Internet Notice, you may vote your shares online, by telephone, or by mail by following the instructions on the proxy card.

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Heartland Financial USA, Inc. (“Heartland,HTLF,” the “Company” or “we”) of proxies to be voted at the Annual Meeting of Stockholders. The Annual Meeting will be a virtual meeting of stockholders conducted exclusively online via webcast. You will be able to attend the Annual Meeting online by visiting www.virtualshareholdermeeting.com/HTLF2021HTLF2022 on Wednesday, May 19, 2021,June 15, 2022, at 1:00 p.m. Central Daylight Time, or at any adjournments or postponements of the meeting. We first mailed this proxy statement and proxy card on or about April 5, 2021.27, 2022.

Please read this proxy statement carefully. You should consider the information contained in this proxy statement when deciding how to vote your shares at the Annual Meeting. The following information regarding the meeting and the voting process is presented in a question and answer format.

You are receiving proxy materials from us because on March 22, 2021,April 18, 2022, which is the record date for the Annual Meeting, you owned shares of our common stock. This proxy statement describes the matters that will be presented for a vote by the stockholders at the Annual Meeting.

When you submit a proxy, you appoint the designated proxy holder as your representative at the Annual Meeting. The proxy holder will vote your shares as you have instructed whether or not you attend the Annual Meeting. Even if you plan to attend, you should vote your shares in advance of the Annual Meeting in case your plans change.

YouIf you are a stockholder of the Company as of the record date, you will be able to attend the Annual Meeting online by visiting: www.virtualshareholdermeeting.com/HTLF2021HTLF2022 and following the instructions provided in your proxy materials or Notice of Internet Availability of Proxy Materials (the "Internet Notice"). To participate in the Annual Meeting, you will need the 16-digit control number included in your proxy materials or Internet Notice. If you do not have this control number at the time of the meeting, you will still be able to attend as a guest, but you will not be able to vote or ask questions.

We held our first virtual annual meetingmeetings in 2020 and 2021 because of the public health and business risks associated with gathering our management, directors and stockholders for an in-person meeting during the COVID-19 pandemic. Based on the success of the 2020 and 2021 virtual annual meetingmeetings and the ongoing effects of the COVID-19 pandemic, we decided to hold a virtual annual meeting again in 2021. We made this determination based on our current understanding of the situation, which will continue to evolve, and with consideration for guidance from the Centers for Disease Control and Prevention on holding mass gatherings.2022. In addition to protecting the health of our management, directors and stockholders, hosting a virtual meeting generally provides ease of access, real-time communication and cost savings for our stockholders and the Company and facilitates stockholder attendance and participation from any location.

The meeting will begin promptly at 1:00 p.m., Central Daylight Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 12:45 p.m. Central Daylight Time, and you should allow ample time for the check-in procedures.

You may submit typewritten questions in real time during the virtual meeting. We are committed to acknowledging each appropriate question we receive in the order that it was received, with a limit of one question per shareholder until we have allowed each shareholder to ask a question. We will allot approximately 15 minutes for questions during the Annual Meeting. Submitted questions should follow our Rules of Conduct in order to be addressed during the Annual Meeting. Our Rules of Conduct will be posted at www.virtualshareholdermeeting.com/HTLF2021HTLF2022 during the Annual Meeting.

These matters are more fully described in this proxy statement. We are not aware of any other matters that will be voted onproposed at the Annual Meeting. However, if you have voted your shares and a proposal is properly presented at the Annual Meeting that is not identified in the proxy materials, the proxy holder will vote your shares, pursuant to your proxy, in accordance with his or her judgment.

Holders of common stock have one vote for each share of common stock owned at the close of business on March 22, 2021,April 18, 2022, the record date for the Annual Meeting.

If you hold shares in a retirement plan account ("Plan") that allows you to direct the Plan trustee how to vote the shares in your account ("Plan Shares"), please follow the voting instructions provided to you by the Plan trustee or administrator. In the absence of instructions from you on how to vote any Plan Shares, the planPlan trustee may vote those shares in accordance with the terms of the Plan.

A majority of the shares of common stock that are outstanding as of the record date must be present at the Annual Meeting in order to hold the Meeting and conduct business.

Stockholders may receive a free copy of our 20202021 Annual Report on Form 10-K, including financial statements, by sending a written request to Mr. Jay L. Kim, Corporate Secretary, Heartland Financial USA, Inc., 1398 Central Avenue,700 Locust Street, 4th Floor, Dubuque, Iowa 52001.

The Board may, by resolution, provide for a lesser number of directors or designate a substitute nominee. In the latter case, shares represented by proxy may be voted for athe substitute nominee. Alternatively, the Board may reduce its size. You cannot vote for more than fivetwo nominees. The Board has no reason to believe any nominee will be unable to stand for election.

You may vote “FOR” or “WITHHOLD” authority to vote for each nominee for director. You may vote “FOR,” “AGAINST” or “ABSTAIN” on any other proposal that may properly be brought before the meeting.

The directors are elected by a plurality of the outstanding shares of our common stock represented at the Annual Meeting and entitled to vote, meaning that the fivetwo individuals receiving the highest number of votes cast “FOR” their election will be elected as directors of Heartland.  HTLF. Withholding against the nominees has no effect.

The affirmative vote of a majority of the outstanding shares of our common stock represented at the Annual Meeting and entitled to vote is required to approve the other proposals.

The vote on auditor ratification and the vote on executive compensation isare both advisory and will not be binding upon HeartlandHTLF or the Board of Directors. However, the Compensation, Nominating and Corporate Governance Committee of the Board will consider the voting results in establishing our executive compensation plan for subsequent years.

Broker non-votes will not be counted as being entitled to vote for purposes of determining whether any proposal has been approved, but will count for purposes of determining whether or not a quorum is present. SoTherefore, so long as a quorum is present, broker non-votes will have no effect on the outcome of the matters to be taken up at the meeting. Abstentions and withhold votes will have the same effect as negative votes.

We will announce preliminary voting results at the Annual Meeting. The voting results will also be disclosed in a Current Report on Form 8-K that we will file with the Securities and Exchange Commission (the “SEC”) by the close of business on the fourth business day after the Annual Meeting.

We bear the cost of soliciting proxies. In addition to solicitations by mail, officers, directors and employees of Heartland,HTLF, or its subsidiaries, may solicit proxies in person or by telephone. These persons will not receive any special or additional compensation for soliciting proxies and we have not engaged a third party proxy solicitor. We will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders.

At the Annual Meeting, you will be entitled to vote for fivetwo Class III Directors to serve for terms expiring in 2024. R. Michael McCoy is retiring2025. Mr. Falb resigned from the Board effective asApril 20, 2021 and at that time, the Board decided to leave the total number of directors at twelve rather than nominate and elect an individual to replace Mr. Falb. In addition, the Board approved a further decrease in the total number of directors to eleven, effective at the 2022 Annual Meeting, and will not be standing for re-election.Meeting.

The Board of Directors is divided into three classes of directors having staggered terms of three years. Each of the nominees has agreed to serve as a director, if elected. If for any reason any of the nominees becomes unable to serve before the election, the holders of proxies reserve the right to substitute another person of their choice as a nominee when voting at the meeting.meeting, or the Board may reduce its size.

Beginning in 2020, the Board engaged a third-party search firm to assist the Compensation, Nominating and Corporate Governance Committee in identifying potential nominees to the Board. After working with the Committee to specify the requirements and preferences for potential nominees, the search firm then identifiedidentifies prospects and workedworks with Committee members to reduce the prospect list to a shorter list of interview candidates.

Set forth below is information concerning the nominees for election and concerning the other directors whose terms of office will continue after the meeting. Included in the information is each director's age, year first elected and business experience during the previous five years.

There are currently thirteentwelve members on the Board of Directors of Heartland.HTLF and the Board approved a decrease in the total number of directors to eleven, effective at the 2022 Annual Meeting. Although it is the responsibility of Heartland'sHTLF's officers to manage day-to-day operations, the Board oversees our business and monitors the performance of our management.

It is Heartland'sHTLF's practice that all directors be in attendance at the Annual Meeting unless excused by the Chairman of the Board. In 2020,2021, all directors attended the Annual Meeting.

The primary duties and functions of the Audit Committee are to:

The Report of the Audit Committee is contained later in this proxy statement, and the processes used by the Audit Committee to approve audit and non-audit services are described later in this proxy statement under the caption, “Relationship With Independent Registered Public Accounting Firm-Audit Committee Pre-Approval Policy.”

The primary duties and functions of the Compensation, Nominating and Corporate Governance Committee are to:

The process used by the Compensation, Nominating and Corporate Governance Committee to evaluate and determine executive compensation is described in this proxy statement under “Compensation Discussion and Analysis - Administration of Our Compensation Program.” The Report of the Compensation, Nominating and Corporate Governance Committee is also contained later in this proxy statement.

In carrying out its nominating function, the Compensation, Nominating and Corporate Governance Committee evaluates all potential nominees for election, including incumbent directors, Board nominees and stockholder nominees, in the

The Committee seeks to identify nominees for the position of independent director who satisfy Nasdaq independence requirements and that at a minimum have the following attributes:

Potential nominees should also share the Company’s philosophy, including the same sense of mission, vision and values.

No nominee is eligible for election or re-election as a director if, at the time of the stockholders' meeting at which such election,director is elected, such person is 72 or more years of age. Each nominee must also be willing to devote sufficient time to carrying out his or her Board duties and responsibilities effectively.

The Compensation, Nominating and Corporate Governance Committee also evaluates potential nominees to determine if they have any conflicts of interest that may interfere with their ability to serve as effective Board members and whether they are “independent” in accordance with Nasdaq listing standards (to ensure that at least a majority of the directors will, at all times, be independent). The Compensation, Nominating and Corporate Governance Committee held ten meetings in 2021.

For proposals to be made by a stockholder fromoutside of Rule 14a-8 and to be brought before the floor and voted upon at an Annual Meeting, the stockholder must filestockholder's written notice of the proposal withmust be delivered, mailed or telegraphed to us, at our Corporate SecretarySecretary's address set forth above, not less than 30 days nor more than 75 days prior to the scheduled date of the Annual Meeting.

Our Board of Directors believes that compensation received by a non-employee director should be tied directly to the success of HeartlandHTLF and, by extension, the success of all HeartlandHTLF stockholders. In May of 2020, and with the assistance of Aon's Human Capital Solutions Practice, a division of Aon plc ("Aon"), the compensation consultant retained by the Compensation, Nominating and Corporate Governance Committee, the Committee reviewed the structure and amount of compensation payable to the Company's non-employee directors. As a result, per meeting committee fees were eliminated and a new compensation structure was put in place. Non-employee directors are compensated for service on the HeartlandHTLF Board of Directors by an annual equity award of restricted stock units ("RSUs") that vest in June of the following year plus annual board member and annual committee member retainers. The independent lead director and each committee chair also receive additional annual retainers. Board members may elect to receive their annual retainers in cash or RSUs, or a mix of the two. The RSUs are awarded as of the date of the Annual Meeting and vest in June of the following year.year, provided that such non-employee director attended 75% of all Board and assigned committee meetings held between the date of grant and the earlier of the vesting date and the date of the next Annual Meeting following the date of grant. In the event a director leaves the Board for any reason prior to any vesting date or a change in control (other than due to death or change of control)death), the director forfeits all right to the respective RSUs. In the event of the death of the non-employee director or a change in control, the RSUs vest immediately and completely.

The following table highlights the material elements of our director compensation program:

To further reinforce the link between directors and stockholders, our directors are subject to stock ownership guidelines that require them to hold common stock with a value of at least three times annual total director compensation. Directors must achieve this holding within five years of being named a director, and all directors with more than five years of service are in compliance with this requirement.

Messrs. Fuller Lee and Orr,Lee, who were HeartlandHTLF or HeartlandHTLF subsidiary officers in 2020,2021, did not receive any compensation for serving on the Board of HeartlandHTLF or any of its subsidiary banks. Mr. Saylor,Falb, who served on the Board of HeartlandHTLF until retiring at its 2020 annual meeting,resigning in April 2021, did not receive any compensation for serving on the Board of HeartlandHTLF in 2020.2021.

Mses. Hopkins and Murphy and Messrs. Engel, Flynn, Orr, Schmidt, and Schmitz and Mmes. Hopkins and Murphy also serve on the boards of one of our subsidiary banks and receive cash compensation and/or RSUs for such service. Mr. Saylor, who served on the Board of Heartland until retiring at its 2020 annual meeting, continues to serve on the board of one of our subsidiary banks and received cash compensation and/or RSUs for such service. Our subsidiary banks compensate directors by granting HTLF RSUs, though the directors are paid in cash for committee work on the Boards of our subsidiary banks. HeartlandHTLF Directors who served as directors of subsidiary banks each received 150 RSUs during 20202021 for their servicesservice on the board of a subsidiary banks.bank.

The following table shows non-employee director compensation during 20202021 for service on the HeartlandHTLF Board of Directors and the Boards of our subsidiary banks:

The following table lists the beneficial ownership of our common stock as of JanuaryMarch 31, 2021,2022, by each person we know to beneficially own more than 5% of our outstanding common stock, by each director or each executive officer named in the summary compensation table and by all directors and executive officers of HeartlandHTLF as a group. Except as otherwise indicated below, each of the entities or persons named in the table has sole voting and investment power with respect to all common stock beneficially owned set forth opposite their name.

DuringIn 2020, we issued 4.6 million depositorydepositary shares, each representing a 1/400th interest in a share of 7.00% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series E, which do not have voting rights. As of JanuaryMarch 31, 2021,2022, Mr. Engel held 4,0004,489 depositary shares of our preferred stock, and Mr. Hylen held 3,500 depositary shares of our preferred stock. No other directors or Name Executive Officersexecutive officers owned preferred stock as of JanuaryMarch 31, 2021.2022.

This Compensation Discussion and Analysis ("CD&A") addresses our total compensation philosophy and objectives with respect to our 2021 named executive officers: President & Chief Executive Officer Bruce K. Lee, former Executive Operating Chairman Lynn B. Fuller, Chief Financial Officer Bryan R. McKeag, Executive Vice President - Commercial Banking David A. Prince and former Executive Vice President - Head of Operations Daniel R.C. Stevens (collectively, the "Named Executive Officers"). The CD&A also covers compensation policies, elements of compensation, administration of compensation, risk considerations and the basis for compensation decisions for 2020.2021.

We design our executive compensation program to be both competitive in the marketplace and to align the interests of our executive officers with the long-term interests of our stockholders. Our goal is to pay total direct compensation (base salary plus annual and long-term incentive compensation) that is competitive in our markets, and that attracts and retains talented executives. This generally means that we strive to pay total direct compensation near the median of our peer group for comparable positions for target performance. Base salaries of our executives are typically near the peer group median, and in conjunction with annual and long-term incentive compensation, total compensation is targeted at the median. Incentives can be earned at above-median rates, but only for outstanding performance relative to the performance standards established by the Compensation, Nominating and Corporate Governance Committee.

For long-term incentives, we use a balanced portfolio approach to awarding restricted stock units ("RSUs"), with individual grants comprised of 50%comprising 40% time-based RSUs and 50%60% performance-based RSUs. Annual RSU awards are typically made in the first quarter of the subsequent fiscal year. Initial time basedtime-based awards are determined based on a target award amount and performance basedperformance-based awards based on target performance, although no employees are entitled to a specific or minimum initial award amount. Time-based RSU awards then vest ratably over three years.years generally contingent on employment. Performance-based RSU awards are generally contingent upon employment for three years and contingent upon and subject to performance metrics using a three-year performance period in order to avoid excessive risk-taking for short termshort-term results, while further encourageencouraging long-term decision-making, alignaligning with prevailing practices among our peer group, and avoidavoiding duplication of performance measures from our annual incentive cash awards. Vesting of performance-based RSUs occurs after CompanyHTLF and relevant peer data is available for the third fiscal year end following award. Performance-based RSUs awarded for 20202021 are contingent upon and subject to performance metrics based on three-year earnings per share growth in comparison with peers and can be further increased or decreased by 25% based on total shareholder return compared to our peers.

In making compensation decisions, the Committee reviews and evaluates a broad range of material requested and received from management and its independent compensation consultant, including but not limited to, the following:

The Compensation, Nominating and Corporate Governance Committee believes that a sensible approach to balancing risk-taking and rewarding achievement of reasonable, but not necessarily easily attainable, goals is an important component of the executive compensation program. The Committee regularly reviews the joint agency guidance as an effective tool for conducting its own assessment of the balance between risk and reward built into Heartland’sHTLF’s executive compensation program.

The Chief Risk Officer and Enterprise Risk Management perform an annual review of incentive compensation plans as part of a formal risk assessment in compliance with regulatory guidance. This risk review utilizes a formalized framework, taking a comprehensive approach that reviews governance and oversight, compensation philosophy, incentive plan metrics and standards, plan administration and controls, plan changes, and inherent risks, mitigating controls and resulting residual risks. The risk assessment results are presented to the Compensation, Nominating and Corporate Governance Committee by the Chief Risk Officer. The risk assessment evaluates whether incentive compensation arrangements for Named Executive Officers and other members of senior management are appropriately balanced, focused on long termlong-term value creation and do not encourage inappropriate or excessive risk-taking that could threaten the value of HeartlandHTLF and its member banks. We believe that tying a substantial portion of total direct compensation to long-term incentives keeps the Named Executive Officers focused on the Company’sHTLF’s long-term value creation and rather than short-term results. Our incentive compensation programs are further designed with risk mitigating features such as performance standards that account for quality of growth and a clawback policy.policy (as described below). The Committee has concluded that our compensation policies and practices are not likely to promote excessive risk-taking.

Based upon these and other factors, the Compensation, Nominating and Corporate Governance Committee concluded that the retention of McLaganAon did not present any conflicts of interest, that McLaganAon was independent and that such retention was appropriate.

Because it recognizes the inherent limitations on benchmarked data, the Compensation, Nominating and Corporate Governance Committee does not establish compensation based on pre-established ratios of executive compensation to peer group data. Instead, peer group data is one factor in the Committee’s analysis, and it is used for a validation check of the final compensation package chosen for our executives.

The compensation of our named executive officers is comprised ofNamed Executive Officers comprises four primary components: (1) base salary, (2) annual incentive cash awards, and (3) long-term incentive equity compensation which together constitute(together constituting total direct compensation,compensation), and (4) additional benefits.

The target annual incentive cash award for each Named Executive Officer was based upon a percentage of base salary. For 2020,2021, the target annual incentive was 100% of year-end base salary for Mr. Lee, 80% for Mr. Fuller, 60% for Mr. McKeag, and 50% for Messrs. Prince and Stevens.

Named Executive Officers may receive a maximum payout of 150% of target for outstanding performance. There is no payout on a performance measure if performance is at or below 50%a specified threshold of target performance, which we refer to as "threshold" performance. For 2020, however, the maximum amount that could be awarded was further adjusted to 75% of the actual performance based payout based on the COVID-19 adjustment described below.

PPNR was selected as a measure of profitability and at one-third,30%, was the most heavily weighted annual incentive performance measure. PPNR is a non-GAAP measure of net income excluding provision for credit losses, which is separately addressed by the credit quality performance standards, and excluding income taxes. For 2020,2021, the PPNR target was set at 100% of the amount included in the budget established before the beginning to the COVID-19 pandemic, an amount that represented an increase of 19%21% over actual PPNR for 2019.2020.

Given the wide range of plausible economic conditions that would likely impact credit, two credit quality measures were selected to form equal parts of the next one-third10% of the annual cash incentive performance measures. Both non-performing

The remaining component upon which a portion of a named executive officer’sNamed Executive Officer’s annual incentive cash award may be earned iswas based on qualitative factors and alsowas weighted at one-third.20%. This allowed the Compensation, Nominating and Corporate Governance Committee to take a broader view of the prior year’s performance and allowed the Committee to

Because of the strong strategic and financial leadership in the face of the COVID-19 pandemic, theThe Committee awarded Mr. Lee a payout at 120% and awarded Messrs. McKeag and Stevens a payout at 115%100% on the one-thirdqualitative factors based on qualitative factors.strong leadership in assisting the Board to evaluate strategic initiatives. In making these awards,addition, the Committee noted both the strong leadership of Mr. Lee duringongoing response to the pandemic, including enhanced risk management, strong participation in government programs, and the accomplishments of Messrs. Lee, McKeag, Stevens and others on the executive management team in achieving stronger than anticipated financial performance while respondingefforts to unprecedentedbalance employee safety and operational challenges, economic disruption and uncertainty arising outwith customer service. The Committee also balanced certain organizational issues identified with the strength of the COVID-19 pandemic. Whileresponse from Mr. Prince made similar contributions, his qualitative award payout reflects the additional consideration of the Company's overall commercial loan growth, a factor unique to his leadership of the Company's commercial lending activities.Lee. The Committee awarded Mr. Fuller a 110%100% payout on the qualitative factors for his leadership related to mergers and acquisitions which resultedand transition of that role as he approaches the end of his tenure as an HTLF employee. The Committee awarded Mr. McKeag a payout at 125% on qualitative factors based on his leadership in expanding HTLF's financial planning and analysis capabilities, charter consolidation initiative and a successful subordinated debt offering. The Committee awarded Mr. Prince a payout at 90% on qualitative factors based on the successful completionincreasing rates of two in market acquisitions despitecommercial loan growth over the uncertainty caused bycourse of the pandemic, one in Phoenix, Arizona and the other in West Texas that was the largest acquisition ever completed by the Company.year. The Committee awarded a payout of 0% on qualitative factors to Mr. Stevens.