HBIA 8-K
Hills Bancorporation (HBIA)
8-K
2026-05-20
For: 2026-05-15
View Original
Added on
May 20, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(319 ) 679-2291
Registrant's telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 14, 2026, the Board of Directors of Hills Bancorporation approved an amendment (the “Amendment”) to the Company's Restated Articles of Incorporation (the “Articles”) pursuant to paragraph 4 of §1005 of the Iowa Business Corporation Act, Chapter 490, Code of Iowa, to increase the number of shares of stock that the Company is authorized to issue from 20,000,000 shares of common stock, no par value, to 40,000,000 shares of common stock, no par value. The Amendment was adopted by the Board in order to effect a two-for-one split of each issued and unissued authorized share of the Company’s common stock (the “Stock Split”). The Board of Directors determined that one additional share of common stock will be issued to shareholders of record as of the close of business on June 1, 2026 (the “Record Date”) for each share held thereby on the Record Date, which shares shall be paid on June 8, 2026.
Articles of Amendment to the Restated Articles of Incorporation were filed with the Iowa Secretary of State to effect the Amendment on May 15, 2026. The text of the Amendment is attached hereto as Exhibit 3.1.
Item 9.01 Financial Statements and Exhibits
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
HILLS BANCORPORATION
Date: May 20, 2026
/s/ Lisa A. Shileny
Lisa A Shileny,
Director, President and Chief Executive Officer
