Hills Bancorporation (HBIA) selects Crowe LLP as new auditor for 2026

Rhea-AI Filing Summary

Hills Bancorporation reported that its Audit Committee has decided to change independent auditors following completion of the 2025 audit. Forvis Mazars, LLP will be dismissed as the company’s independent registered public accounting firm after it finishes auditing the consolidated financial statements for the year ending December 31, 2025. On January 5, 2026, the Audit Committee approved the engagement of Crowe LLP to audit the company’s consolidated financial statements for the fiscal year ending December 31, 2026, subject to Crowe’s standard client acceptance procedures and an engagement letter.

The company noted that Forvis Mazars’ audit reports for the fiscal years ended December 31, 2024 and December 31, 2023 contained no adverse opinions, disclaimers, or qualifications. It also stated there were no disagreements with Forvis Mazars on accounting, disclosure, or audit scope matters during those periods or the subsequent interim period. Previously disclosed material weaknesses in internal control over financial reporting related to period-end review controls, manual journal entry processes, and related party transaction controls were identified as reportable events and discussed with Forvis Mazars, and the firm has been authorized to respond fully to Crowe about these matters.

Insights

Audit and governance analyst

Hills Bancorporation is transitioning audit firms with no reported disputes, while still addressing earlier internal control weaknesses.

The company’s Audit Committee ran a competitive process involving six national accounting firms and decided to replace Forvis Mazars, LLP after completion of the 2025 audit with Crowe LLP for the 2026 fiscal year. This structured selection process and the overlap period help support continuity of external audit coverage while shifting to a new firm.

The filing states Forvis Mazars’ opinions on the 2023 and 2024 financial statements were clean, with no adverse opinions, disclaimers, or qualifications. It also notes there were no disagreements on accounting, disclosure, or audit scope, which suggests the change is not being attributed to overt disputes over financial reporting.

The company does highlight previously disclosed material weaknesses in internal control over financial reporting, including period-end review controls, manual journal entry processes, and related party transaction approval and disclosure. These matters were classified as reportable events, discussed with Forvis Mazars, and Forvis Mazars has been authorized to communicate fully with Crowe. Future company reports covering the year ended 2025 and beyond will show how these internal control issues are remediated under the oversight of the new auditor.

0000732417false00007324172026-01-052026-01-05

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

January 5, 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:

☐ 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 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 4.01 Changes in Registrant's Certifying Accountant

Hills Bancorporation (the “Company”) conducted a comprehensive, competitive process to determine the Company's independent registered public accounting firm for and with respect to the year ending December 31, 2026. The Audit Committee invited six national accounting firms to participate in this process, including Forvis Mazars, LLP, the Company's current independent registered public accounting firm.

As a result of this process, on January 5, 2026, the Audit Committee of the Company’s Board of Directors notified Forvis Mazars, LLP that it will be dismissed as the Company’s independent registered public accounting firm following the completion of its audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2025.

On January 5, 2026, the Audit Committee of the Board of Directors of the Company approved the engagement of Crowe LLP ("Crowe") to serve as the Company’s independent registered public accounting firm for the audit of the Company’s consolidated financial statements for the fiscal year ending December 31, 2026. The Company’s formal engagement of Crowe remains subject to the completion of Crowe’s standard client acceptance procedures and execution of an engagement letter.

The reports of Forvis Mazars, LLP on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through the date of this report, there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K) with Forvis Mazars, LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Forvis Mazars, LLP’s satisfaction, would have caused Forvis Mazars, LLP to make reference thereto in connection with its reports on the Company’s consolidated financial statements for such periods.

During the Company’s two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except with respect to the material weaknesses in internal control over financial reporting, as further described in the Company’s annual report on Form 10-K for the year ended December 31, 2024 and the quarterly reports on Form 10-Q for March 31, 2025, June 30, 2025 and September 30, 2025, related to:

•Management review and activity-level controls over the period-end financial reporting process (and, for the quarter ended September 30, 2025, to include internal control procedures to ensure i) validation of the correct version to be filed and ii) validation that our independent registered public accounting firm has completed its review);

•The segregation of duties, review, posting, and approval of manual journal entries; and

•The identification, prior approval, and disclosure of related party transactions.

The above reportable events were discussed between the Audit Committee and Forvis Mazars, LLP, and Forvis Mazars, LLP has been authorized by the Company to respond fully to inquiries by Crowe concerning the reportable events.

The Company provided Forvis Mazars, LLP with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing with the Securities and Exchange Commission (“SEC”) and requested that Forvis Mazars, LLP furnish the Company with a letter addressed to the SEC stating whether Forvis Mazars, LLP agrees with the statements made by the Company herein and, if not, stating the respects in which it does not agree. A copy of Forvis Mazars, LLP’s letter, dated January 9, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

During the Company’s two most recently completed fiscal years and through the date of the Company's appointment of Crowe, the Company did not consult with Crowe regarding: (i) the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and no written or oral advice was provided by Crowe that was an important factor considered by the Company in reaching a decision as to accounting, auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement or event, as set forth in Item 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibit

Exhibit 16.1 Letter of Forvis Mazars, LLP dated January 9, 2026 to the SEC regarding statements included in this Form 8‑K.

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: January 9, 2026

/s/ Anthony V. Roetlin

Anthony V. Roetlin,

Treasurer, Chief Financial Officer and Chief Accounting Officer

FAQ

What auditor change did Hills Bancorporation (HBIA) disclose?

Hills Bancorporation disclosed that its Audit Committee will dismiss Forvis Mazars, LLP as the independent registered public accounting firm after completion of the audit for the year ending December 31, 2025, and has approved the engagement of Crowe LLP to audit the consolidated financial statements for the fiscal year ending December 31, 2026, subject to Crowe’s standard acceptance procedures and an engagement letter.

Were there any disagreements between Hills Bancorporation and Forvis Mazars, LLP?

The company stated that during its two most recent fiscal years ended December 31, 2024 and December 31, 2023, and the subsequent interim period through the date of the report, there were no disagreements with Forvis Mazars, LLP on accounting principles, financial statement disclosure, or auditing scope or procedure as defined in Regulation S-K Item 304(a)(1)(iv).

How did Forvis Mazars, LLP opine on Hills Bancorporation’s recent financial statements?

The reports of Forvis Mazars, LLP on Hills Bancorporation’s consolidated financial statements as of and for the fiscal years ended December 31, 2024 and December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

What internal control weaknesses did Hills Bancorporation identify in this disclosure?

The company referred to previously disclosed material weaknesses in internal control over financial reporting relating to: management review and activity-level controls over period-end financial reporting (including validation of the correct version to be filed and auditor review completion), segregation of duties and approval of manual journal entries, and the identification, prior approval, and disclosure of related party transactions, as described in prior annual and quarterly reports.

Did Hills Bancorporation consult Crowe LLP on accounting issues before appointing it as auditor?

The company stated that during its two most recently completed fiscal years and through the date of Crowe’s appointment, it did not consult with Crowe LLP on the application of accounting principles to specific transactions, the type of audit opinion that might be issued, or any matters that would have been disagreements or reportable events under Regulation S-K Item 304.

How is Forvis Mazars, LLP involved in Hills Bancorporation’s communication with Crowe LLP?

Hills Bancorporation noted that the reportable events regarding internal control weaknesses were discussed between the Audit Committee and Forvis Mazars, LLP, and that Forvis Mazars has been authorized to respond fully to inquiries by Crowe LLP concerning these matters. Forvis Mazars was also asked to provide a letter to the SEC stating its agreement or disagreement with the company’s statements.