Exhibit 99.4
FIRST AMENDMENT TO STOCKHOLDER AGREEMENT
This First Amendment to Stockholder Agreement (this “Amendment”) is made and entered into by and among the stockholders of Heartland Financial USA, Inc., a Delaware corporation (“Company”) identified on the signature pages hereto (each a “Stockholder” and collectively the “Stockholders”) to become effective on the Amendment Date (as defined in Section 1, below), and it amends that certain Stockholder Agreement dated as of March 6, 2022 (the “Agreement”), among the several Stockholders party thereto, as heretofore amended by the joinder of additional Stockholders. Capitalized terms used herein and not contextually defined shall have the meanings ascribed in the Agreement.
Recitals
A. | The Designated Representatives have negotiated a Settlement Agreement and Release dated contemporaneously herewith in the form of Exhibit A, a material term of which calls for the termination of certain provisions of the Agreement and the public announcement of such termination by means of an amendment to the Schedule 13D previously filed by the Stockholders, as heretofore amended. |
B. | The Stockholders desire to amend the Agreement on the Amendment Date as provided herein. |
Agreement
NOW THEREFORE, in the Stockholders agree as follows:
1. Termination of Certain Provisions. Effective upon the execution and delivery of the Settlement Agreement by the Company and the Designated Representatives, and except as expressly provided herein, the Agreement is hereby terminated and shall be of no further force or effect. References herein to the “Amendment Date” apply to the date on which the Settlement Agreement has been duly and validly executed by the Company, the Designated Representatives, and the holders of a majority of the Shares.
2. Filing of Amendment to Schedule 13D. Promptly, and in any event not later than two (2) Business Days, following the Amendment Date, the Designated Representatives are authorized and directed, on behalf of and in the names of the Stockholders, to file an amended report of beneficial ownership on Schedule 13D in accordance with Regulation 13D of the Exchange Act, and to make such other public communications as may be required by applicable law or as permitted by the Settlement Agreement with respect to the matters governed hereby.
3. Expenses. Promptly following the effective date of this Amendment, and following the receipt by the Designated Representatives of the reimbursement of fees and expenses contemplated by the Settlement Agreement, the Designated Representatives shall distribute among the Stockholders, in accordance with the amounts actually contributed by each of them; provided, however, that if the reimbursement of fees and expenses is less than the full amount contributed by the several Stockholders for fees and expenses in accordance with Section 3(f) of the Agreement, then the amounts available for distribution shall be allocated among the Stockholders in accordance with the proportionate amounts actually contributed by each of them.
4. Liability of Designated Representatives; Indemnification. The provisions of Section 8 of the Agreement shall continue in full force and effect for a period of six (6) years following the Amendment Date; provided, however, that if and to the extent any action is then pending that would result in the continuing obligations of the Stockholders thereunder, then Section 8 shall continue in effect until the full and final discharge of such an action.
5. Counterparts. This Amendment may be executed in counterparts to the same extent and subject to the same conditions as the Agreement.
[Remainder of this page intentionally left blank. Signature Pages follow.]
2
IN WITNESS WHEREOF, the Stockholders hereto have caused this Agreement to be executed effective as of the day and year first above written.
STOCKHOLDERS: | ||
LYNN B. FULLER | ||
/S/ Lynn B. Fuller | ||
Lynn B. Fuller | ||
LYNN B. FULLER TRUST UNDER AGREEMENT DATED 5/7/1996 | ||
By: | /S/ Lynn B. Fuller | |
Name: | Lynn B. Fuller | |
Title: | Trustee | |
LYNN S. FULLER FAMILY GST TRUST (Lynn B. Fuller Trustee) | ||
By: | /S/ Lynn B. Fuller | |
Name: | Lynn B. Fuller | |
Title: | Trustee | |
LBF HEARTLAND PARTNERSHIP L.L.L.P. | ||
By: | /S/ Lynn B. Fuller | |
Name: | Lynn B. Fuller | |
Title: | General Partner | |
LBF HEARTLAND PARTNERSHIP II L.L.L.P. | ||
By: | /S/ Lynn B. Fuller | |
Name: | Lynn B. Fuller | |
Title: | General Partner |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]
THOMAS J. FULLER | ||
/S/ Thomas J. Fuller | ||
Thomas J. Fuller | ||
THOMAS J. FULLER TRUST UNDER AGREEMENT DATED 2/26/2021 |
By: | /S/ Thomas J. Fuller | |
Name: | Thomas J. Fuller | |
Title: | Trustee | |
CYNTHIA A. FULLER | ||
/S/ Cynthia A. Fuller | ||
Cynthia A. Fuller | ||
CYNTHIA A. FULLER TRUST UNDER AGREEMENT DATED 7/2/2015 |
By: | /S/ Cynthia A. Fuller | |
Name: | Cynthia A. Fuller | |
Title: | Trustee | |
BARRY H. ORR | ||
/S/ Barry H. Orr | ||
Barry H. Orr | ||
KATHY ORR | ||
/S/ Kathy Orr | ||
Kathy Orr |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]
MARY LOU FULLER | ||
/S/ Mary Lou Fuller | ||
Mary Lou Fuller | ||
MARY LOU FULLER TRUST UNDER AGREEMENT DATED 7/24/2018 | ||
By: | /S/ Mary Lou Fuller | |
Name: | Mary Lou Fuller | |
Title: | Trustee | |
MARY LOU FULLER, TRUSTEE OF LYNN S. FULLER FAMILY GST TRUST FBO MARY LOU FULLER U/A 9/19/91 | ||
By: | /S/ Mary Lou Fuller | |
Name: | Mary Lou Fuller | |
Title: | Trustee | |
KURT M. SAYLOR | ||
/S/ Kurt M. Saylor | ||
Kurt M. Saylor | ||
KURT M. SAYLOR TRUST UNDER AGREEMENT DATED 1/6/1998 | ||
By: | /S/ Kurt M. Saylor | |
Name: | Kurt M. Saylor | |
Title: | Trustee | |
MELISSA J. SAYLOR | ||
/S/ Melissa J. Saylor | ||
Melissa J. Saylor |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]
MELISSA J. SAYLOR TRUST UNDER AGREEMENT DATED 1/6/1998 | ||
By: | /S/ Melissa J. Saylor | |
Name: | Melissa J. Saylor | |
Title: | Trustee | |
THOMAS G. RICHARDS | ||
/S/ Thomas G. Richards | ||
Thomas G. Richards | ||
THOMAS G. RICHARDS LIVING TRUST | ||
/S/ Thomas G. Richards | ||
Name: | Thomas G. Richards | |
Title: | Trustee | |
BRUCE ORR | ||
/S/ Bruce Orr | ||
Bruce Orr | ||
BARRY BROWN | ||
/S/ Barry Brown | ||
Barry Brown | ||
RONNY BROWN | ||
/S/ Ronny Brown | ||
Ronny Brown |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]
ROBERT D. REGNIER | ||
/S/ Robert D. Regnier | ||
Robert D. Regnier | ||
ROBERT D. REGNIER REVOCABLE TRUST | ||
By: | /S/ Robert D. Regnier | |
Name: | Robert D. Regnier | |
Title: | Trustee | |
ROBERT & ANN REGNIER FAMILY LIMITED PARTNERSHIP | ||
By: | /S/ Robert D. Regnier | |
Name: | Robert D. Regnier | |
Title: | General Partner | |
REGNIER FAMILY LIMITED PARTNERSHIP II | ||
By: | /S/ Robert D. Regnier | |
Name: | Robert D. Regnier | |
Title: | General Partner | |
JOHN BENTON | ||
/S/ John Benton | ||
John Benton | ||
DUNCAN BURKHOLDER | ||
/S/ Duncan Burkholder | ||
Duncan Burkholder |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]
RICKY GREEN |
/S/ Ricky Green |
Ricky Green |
JOHN W. COX, JR. |
/S/ John W. Cox, Jr. |
John W. Cox, Jr. |
RAMESH KAPUR |
/S/ Ramesh Kapur |
Ramesh Kapur |
RAMESH C. KAPUR, CHANDA KAPUR & SEEMA CHAND KAPUR FBO 2020 GIFT TRUST UTD 10/29/2020 |
/S/ Ramesh C. Kapur |
Name: Ramesh C. Kapur |
Title: Trustee |
RCK LP A LIMITED PARTNERSHIP |
/S/ Ramesh C. Kapur |
Name: Ramesh C. Kapur |
Title: General Partner |
KAPUR & ASSOCIATES, INC. |
/S/ Ramesh C. Kapur |
Name: Ramesh C. Kapur |
Title: President |
FRED LOCKER |
/S/ Fred Locker |
Fred Locker |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]
MIKE MECHENBIER |
/S/ Mike Mechenbier |
Mike Mechenbier |
MIKE MECHENBIER & KATHLEEN MECHENBIER TRUST UTD 3/18/1988 |
/S/ Mike Mechenbier |
Name: Mike Mechenbier |
Title: Trustee |
GARY ROTHWELL |
/S/ Gary Rothwell |
Gary Rothwell |
SHANNON HIMANGO |
/S/ Shannon Himango |
Shannon Himango |
JAMES YOUNG |
/S/ James Young |
James Young |
[Signature Page to Amend No. 1 to Stockholders Agreement of Heartland Financial USA, Inc.]