Hills Bancorporation (HBIA) sets 2-for-1 split, doubles share authorization
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Hills Bancorporation approved a two-for-one stock split of its issued and outstanding common shares. Each shareholder of record as of the close of business on June 1, 2026 will receive one additional share for every share held, with distribution on June 8, 2026.
Following the split, authorized common shares will increase from 20,000,000 to 40,000,000, all with no par value. All new shares will be issued in book-entry form through Computershare, and outstanding stock options and restricted stock awards will be proportionally adjusted so share counts double and option exercise prices are halved.
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8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Stock split ratio: 2-for-1
Record date: June 1, 2026
Distribution date: June 8, 2026
+2 more
5 metrics
Stock split ratio
2-for-1
Approved split of issued and outstanding common shares
Record date
June 1, 2026
Shareholders of record receive additional shares
Distribution date
June 8, 2026
Date additional split shares are distributed
Authorized shares before split
20,000,000 shares
Common stock, no par value, pre-amendment
Authorized shares after split
40,000,000 shares
Common stock, no par value, post-amendment
Key Terms
stock split, authorized shares, book-entry form, transfer agent, +1 more
5 terms
stock split financial
"has approved a two-for-one (2-for-1) stock split of the Company's issued and outstanding shares"
A stock split increases the number of a company's shares by dividing each existing share into multiple new shares while reducing the price per share by the same proportion, so an investor's total value and ownership percentage stay the same. It matters because lower per-share prices can make trading easier and attract more buyers, similar to breaking a large chocolate bar into smaller pieces to make it easier to share, which can boost liquidity and market interest.
book-entry form financial
"All newly issued shares of common stock distributed pursuant to the stock split will be issued in book-entry form."
A book-entry form is an electronic record showing ownership of securities instead of a paper certificate; think of it like a bank account ledger that notes who owns shares. It matters to investors because it makes buying, selling and transferring securities faster, safer and cheaper by reducing paperwork, loss or forgery risk, and enabling easier settlement through brokers or a central depository.
transfer agent financial
"Shareholders will receive a statement from Computershare, the Company's transfer agent, reflecting the increase"
A transfer agent is a financial service that keeps the official record of who owns a company's shares, handles the buying and selling of those shares on paper or electronically, and issues or cancels stock certificates. Think of it as the company’s records keeper and mailroom combined—investors rely on it to make sure dividends, shareholder mailings, ownership changes, and proxy voting are processed accurately and securely, which protects ownership rights and helps prevent errors or fraud.
Articles of Amendment regulatory
"The Company will file Articles of Amendment with the Iowa Secretary of State to effectuate the stock split."
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.
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.
o
Item 7.01 Regulation FD Disclosure
Hills Bancorporation (the "Company") announced that its Board of Directors has approved a two-for-one (2-for-1) stock split of the Company's issued and outstanding shares of common stock, no par value.
"This stock split reflects the Board's confidence in the continued strength and growth of Hills Bancorporation," said Lisa Shileny, President of the Company. "By lowering our per-share price, we are signaling our optimism about the Company's future. We believe these steps will benefit our shareholders."
Under the terms of the stock split, each shareholder of record as of the close of business on June 1, 2026 will receive one additional share of common stock for every one share of common stock held as of that date. The additional shares will be distributed on June 8, 2026. As a result of the stock split, the Company's authorized shares of common stock will increase from 20,000,000 shares to 40,000,000 shares, all no par value.
All newly issued shares of common stock distributed pursuant to the stock split will be issued in book-entry form. No physical stock certificates will be provided. Shareholders will receive a statement from Computershare, the Company's transfer agent, reflecting the increase in shares held as a result of the stock split. Shareholders do not need to take any action to receive their additional shares.
All outstanding equity awards, including stock options and restricted stock awards, will be proportionally adjusted to reflect the stock split, with the number of shares doubled and applicable exercise prices on options reduced by one-half.
The Company will file Articles of Amendment with the Iowa Secretary of State to effectuate the stock split.
About Hills Bancorporation
Hills Bancorporation is an Iowa corporation and registered bank holding company headquartered in Iowa City, Iowa. The Company's common stock is quoted on the OTCID marketplace under the symbol "HBIA."
Item 9.01 Financial Statements and Exhibits
Exhibit 99.1 - Registrant's letter to shareholders dated April 20, 2026
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: April 24, 2026
/s/ Lisa A. Shileny
Lisa A Shileny,
Director, President and Chief Executive Officer
April 20, 2026 Dear Shareholders: On behalf of the Board of Directors of Hills Bancorporation and Hills Bank and Trust Company, I am pleased to share that Hills Bancorporation has approved a two-for-one (2-for-1) stock split of the Company's issued and outstanding shares of common stock, no par value. This stock split reflects the Board's confidence in the continued strength and growth of Hills Bancorporation. By lowering our per-share price, we are signaling our optimism about the Company’s future. Under the terms of the stock split, each shareholder of record as of the close of business on June 1, 2026, will receive one additional share of common stock for every one share of common stock held as of that date. The additional shares will be distributed on June 8, 2026. As a result of the stock split, our authorized shares of common stock will increase from 20,000,000 shares to 40,000,000 shares, all no par value. All newly issued shares of common stock distributed pursuant to the stock split will be issued in book-entry form. No physical stock certificates will be provided. You will receive a statement from Computershare, our transfer agent, reflecting the increase in shares held as a result of the stock split. You do not need to take any action to receive your additional shares. As part of the process, we will file Articles of Amendment with the Iowa Secretary of State to effectuate the stock split. We are grateful for your continued support and investment in Hills Bank. Sincerely, Lisa A. Shileny President of Hills Bancorporation President and CEO of Hills Bank and Trust Company
FAQ
What did Hills Bancorporation (HBIA) announce in this 8-K filing?
Hills Bancorporation announced a two-for-one stock split of its issued and outstanding common shares, approved by its Board of Directors, along with a corresponding increase in authorized common shares from 20,000,000 to 40,000,000, all with no par value.
How will Hills Bancorporation (HBIA) equity awards be affected by the split?
All outstanding Hills Bancorporation equity awards, including stock options and restricted stock, will be adjusted for the split. The number of underlying shares will double, while the applicable exercise prices on stock options will be reduced by one-half to maintain overall economic equivalence.
What corporate step will Hills Bancorporation (HBIA) take to implement the split?
To implement the two-for-one stock split, Hills Bancorporation will file Articles of Amendment with the Iowa Secretary of State. This filing will formally effectuate the split and the increase in authorized common shares from 20,000,000 to 40,000,000 under Iowa corporate law.