HILLS BANCORPORATION 8-K

What Happened

• Hills Bancorporation (HBIA) filed an 8-K reporting that on January 5, 2026 its Audit Committee notified Forvis Mazars, LLP that it will be dismissed as the company’s independent registered public accounting firm following completion of Forvis’s audit of the consolidated financial statements for the year ended December 31, 2025. The Audit Committee approved engaging Crowe LLP to serve as the independent auditor for the fiscal year ending December 31, 2026, subject to Crowe’s client acceptance procedures and execution of an engagement letter.
• Forvis Mazars’ audit reports on the Company’s consolidated financial statements for 2023 and 2024 were not qualified or adverse. The company reported no disagreements with Forvis during the two most recent fiscal years and the interim period, but disclosed previously reported material weaknesses in internal control over financial reporting in its 2024 Form 10-K and 2025 Form 10-Qs (March 31, June 30 and September 30).

Key Details

• Audit Committee invited six national accounting firms to participate in the selection process, including current auditor Forvis Mazars.
• Notification and approval dates: January 5, 2026 (dismissal notice to Forvis and approval to engage Crowe); Forvis’s response letter dated January 9, 2026 is filed as Exhibit 16.1.
• Material weaknesses disclosed relate to: management review and period‑end controls (including file/version validation and review signoffs), segregation of duties and controls over manual journal entries, and identification/approval/disclosure of related‑party transactions.
• Hills did not consult Crowe on any accounting or auditing matters during the past two fiscal years or interim period prior to this appointment.

Why It Matters

• A change in independent auditor is material because it can affect investor confidence in financial reporting continuity and independent oversight. Investors should note that Forvis’s prior reports were unqualified and that Forvis and the Audit Committee discussed the disclosed material weaknesses; Forvis has been authorized to respond to inquiries from Crowe.
• Crowe’s engagement remains subject to completion of its acceptance procedures and a signed engagement letter; until then, Forvis will complete the 2025 audit. Investors monitoring governance and controls should watch for further disclosures about remediation of the material weaknesses and the finalized auditor engagement.