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Two-for-one Hills Bancorporation (HBIA) stock split set with June 1 record date

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Hills Bancorporation is implementing a two-for-one split of its common stock by amending its Restated Articles of Incorporation. The amendment increases authorized common shares from 20,000,000 to 40,000,000, all with no par value.

Shareholders of record as of the close of business on June 1, 2026 will receive one additional share for each share held, with the new shares payable on June 8, 2026. Articles of Amendment were filed with the Iowa Secretary of State on May 15, 2026 to effect this change.

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Insights

Hills Bancorporation is doubling its share count through a routine two-for-one stock split.

The company amended its Articles of Incorporation to raise authorized common shares from 20,000,000 to 40,000,000, enabling a two-for-one stock split. Economically, such splits do not change the company’s total value; they only adjust per-share price and share count.

Shareholders of record on June 1, 2026 will receive one additional share per existing share, payable on June 8, 2026. Actual market impact depends on how investors respond to the new, lower per-share trading price after the split becomes effective.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized shares before amendment 20,000,000 shares Common stock, no par value, before stock split amendment
Authorized shares after amendment 40,000,000 shares Common stock, no par value, after Articles amendment
Stock split ratio Two-for-one One additional share issued for each share held
Record date June 1, 2026 Shareholders of record eligible for additional shares
Payment date June 8, 2026 Date additional split shares will be issued
Articles filed date May 15, 2026 Articles of Amendment filed with Iowa Secretary of State
two-for-one split financial
"to effect a two-for-one split of each issued and unissued authorized share"
Restated Articles of Incorporation regulatory
"an amendment to the Company's Restated Articles of Incorporation"
Iowa Business Corporation Act regulatory
"pursuant to paragraph 4 of §1005 of the Iowa Business Corporation Act"
Record Date financial
"shareholders of record as of the close of business on June 1, 2026 (the “Record Date”)"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
Articles of Amendment regulatory
"Articles of Amendment to the Restated Articles of Incorporation were filed"
Articles of amendment are official documents a corporation files with the government to record changes to its foundational details, such as its name, share structure, authorized capital, or bylaws. Think of them like updating a company’s recipe or blueprint so everyone knows the new ingredients and rules; investors use them to track structural shifts that can affect ownership, voting power, dilution risk, or a company’s strategic flexibility.
Understanding 8-K Material Events →
000073241712/31false00007324172026-05-152026-05-15

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

May 15, 2026
Date of Report (date of earliest event reported)

HILLS BANCORPORATION
(Exact name of registrant as specified in its charter)
Iowa
0-12668
42-1208067
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
131 E. Main Street, PO Box 160
Hills
Iowa
52235
(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading 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

Exhibit 3.1 - The text of the amendment to the Company's Restated Articles of Incorporation


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

Source: View Original Filing on SEC EDGAR

FAQ

What stock split did Hills Bancorporation (HBIA) approve?

Hills Bancorporation approved a two-for-one split of its common stock. Each existing share will receive one additional share, effectively doubling the number of shares held by shareholders while leaving their overall economic ownership unchanged.

When is the record date for the Hills Bancorporation (HBIA) stock split?

The record date for the Hills Bancorporation stock split is June 1, 2026. Shareholders of record at the close of business on that date will be entitled to receive one additional share of common stock for each share they hold.

When will Hills Bancorporation (HBIA) distribute the new split shares?

Hills Bancorporation will distribute the additional shares on June 8, 2026. Shareholders of record as of June 1, 2026 will receive one extra share of common stock for every share held on the record date, reflecting the two-for-one split.

How did Hills Bancorporation (HBIA) change its authorized share count?

Hills Bancorporation increased its authorized common shares from 20,000,000 to 40,000,000. This amendment to the Restated Articles of Incorporation supports the two-for-one stock split while maintaining the same no-par-value common stock structure.

Does the Hills Bancorporation (HBIA) stock split change shareholder ownership percentage?

The stock split does not change each investor’s percentage ownership in Hills Bancorporation. Shareholders simply receive one additional share for every existing share, doubling their share count while the company’s overall equity value remains the same.

Filing Exhibits & Attachments

4 documents

Other Documents