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): September 1226, 2024

HMN Financial, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware	0-24100	41-1777397
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1016 Civic Center Drive Northwest
Rochester, Minnesota 55901
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (507) 535-1200

N/A

(Former Name or Former Address, if Changed Since Last Report.)

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 class		Trading symbol		Name of each exchange on which registered
Common Stock, $0.01 par value per share		HMNF		The Nasdaq Stock Market LLC

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. ☐

Item 57.0701 ~~Submission~~Regulation ofFD ~~Matters to Vote of Security Holders~~ Disclosure.

On September 26, 2024, HMN Financial, Inc. (“HMNF”) orand ~~the~~Alerus Financial Corporation (“~~Company~~Alerus”) ~~held~~issued a ~~Special~~joint ~~Meeting~~press ofrelease ~~Stockholders~~announcing, ~~(“Special~~among ~~Meeting”)~~other onthings, ~~September~~that ~~12,~~Alerus ~~2024,~~has ~~pursuant~~received all regulatory approvals necessary to acomplete ~~Notice~~the ofpreviously ~~Special~~announced ~~Meeting~~merger of ~~Stockholders,~~HMNF ~~Proxy~~with ~~Statement~~ and ~~Prospectus~~into ~~dated~~Alerus ~~July~~pursuant ~~31,~~to ~~2024.~~that ~~Holders~~certain ofAgreement ~~record~~and Plan of ~~HMNF~~Merger ~~common~~dated ~~stock~~as atof ~~the~~May ~~close~~14, of2024 ~~business~~by onand ~~July~~between ~~25,~~Alerus ~~2024,~~and ~~were~~HMNF. ~~entitled~~The topress ~~receive~~release ~~notice~~also ~~and~~discloses tothat ~~vote~~the atparties ~~this~~anticipate ~~Special~~the ~~Meeting.~~proposed Asmerger ofwill ~~the~~close ~~record~~early ~~date,~~in ~~HMNF~~the ~~had~~fourth 4quarter of 2024,~~464,952~~ ~~outstanding~~subject ~~shares~~to ofcustomary ~~common~~closing ~~stock,~~conditions. ~~with~~A ~~each~~copy ~~share~~of ~~entitled~~the tojoint ~~one~~press ~~vote~~release ~~per~~is ~~share~~furnished onas ~~each~~Exhibit ~~matter~~99.1.

AtThe ~~the~~information ~~Special~~in ~~Meeting~~Item 7.01 of this Current Report on Form 8-K, and the ~~holders~~related ofExhibit 399.1,~~218~~ attached hereto is being “furnished” and will not,~~479 shares,~~ except to the extent required by applicable law or ~~approximately~~regulation, ~~72.08%~~be ~~percent~~deemed “filed” by HMNF for purposes of Section 18 of the ~~outstanding~~Exchange ~~shares~~Act, ofor otherwise subject to the ~~Company’s~~liabilities ~~common~~of ~~stock~~that ~~were~~section, ~~represented~~nor inwill ~~person~~any of such information or exhibits be deemed incorporated by ~~proxy.~~reference ~~This~~to ~~constituted~~any afiling ~~quorum~~under ~~for~~the Securities Act of 1933, as amended, or the ~~Special~~Exchange ~~Meeting~~Act, except as may be expressly set forth by specific reference in such filing.

~~The~~Item ~~following~~9.01. Financial ~~describes~~Statements ~~the three proposals considered by the Company’s stockholders at the Special Meeting~~ and ~~the final results of the votes cast on those proposals, rounded to the nearest share~~Exhibits.

Proposal No. 1; Merger Proposal

Exhibit	Description

99.1	September 26, 2024 Joint Press Release of HMN Financial, Inc. and Alerus Financial Corporation.

104	Cover Page Interactive Data File (embedded within the inline XBRL document)

A proposal to approve and adopt the Agreement and Plan of Merger, dated as of May 14, 2024, between Alerus Financial Corporation (“Alerus”) and HMN Financial, Inc. pursuant to which HMNF will merge with and into Alerus (the “merger”), and the transactions contemplated therein (“Merger Proposal”).

For	Against	Abstain
2,587,140	604,152	27,187

Proposal No. 2; Merger-Related Compensation Proposal

A proposal to approve, on an advisory, non-binding, basis, the compensation payments that will or may be paid to HMNF-named executive officers in connection with the merger (“Merger-Related Compensation Proposal”).

For	Against	Abstain
2,352,273	692,803	173,402

Proposal No. 3; Adjournment Proposal

A proposal to approve the adjournment of the Special Meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the Merger Proposal (“Adjournment Proposal”).

For	Against	Abstain
2,464,522	619,141	134,816

Accordingly, both the Merger Proposal and the Merger-Related Compensation Proposal were approved. The Adjournment Proposal was also approved, but because the Merger Proposal was approved, no adjournment to a future date was required.

Item 9.01. Financial Statements and Exhibits

Exhibit	Description
104	Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements 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.

Date: September 13, 2024	HMN Financial, Inc.
Date: September 26, 2024	HMN Financial, Inc.
	By:	/s/ Jon Eberle
		Jon Eberle
		Senior Vice President, Chief Financial Officer and Treasurer

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