{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-24-030970","form_type":"8-K","ticker":null,"cik":"0000921183","company_name":"HMN FINANCIAL INC","filed_at":"2024-10-09T23:59:59+00:00","discovered_at":"2026-05-14T18:03:11.395366+00:00","generated_at":"2026-05-30T17:37:28.759121+00:00","sec_items":["2.01","5.01","3.01","3.03","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"HMN Financial acquired by Alerus; shareholders receive 1.25 Alerus shares per HMNF share","bullets":["Merger completed October 9, 2024; each HMNF share converted to 1.25 Alerus shares (cash for fractions).","HMNF common stock delisted from Nasdaq effective October 9, 2024; Form 15 to follow for deregistration.","HMNF ceased as separate entity; directors and officers resigned; former HMNF director Jeffrey Bolton appointed to Alerus board.","HMNF outstanding restricted stock fully vested immediately prior to the Effective Time."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-24-030970","json":"https://secwatch.observer/filing/0001437749-24-030970.json","markdown":"https://secwatch.observer/filing/0001437749-24-030970.md","text":"https://secwatch.observer/filing/0001437749-24-030970.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/hmnf20241009_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-30T17:37:28.759121+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"7bc46287b3","claim":"Jeffrey Bolton departed as Director at HMN FINANCIAL INC.","evidence_excerpt":"except that Jeffrey Bolton, a former director of HMNF, was appointed to the Alerus board of directors","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"ceased serving"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b6750ff58c87123d0ccd7890b8140759cb4232a3","claim":"HMN FINANCIAL INC: Company's certificate of incorporation and bylaws replaced by Alerus' governing documents upon merger.","evidence_excerpt":"As stated above, at the Effective Time, the separate corporate existence of the Company ceased and Alerus continued as the surviving corporation. In accordance with the Merger Agreement, the Certificate of Incorporation of the surviving corporation was Alerus’ Certificate of Incorporation, as amended, and the Bylaws of the surviving corporation were Alerus’ Bylaws, as amended.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"32397653f82430ab5d26378904b3d3456803a33d","claim":"HMN FINANCIAL INC underwent a change of control involving Alerus Financial Corporation for 1.25 shares of Alerus common stock, with cash paid in lieu of fractional shares (closed 2024-10-09).","evidence_excerpt":"of the Merger, each outstanding share of common stock of the Company, par value $0.01 per share, was automatically converted as a result of the Merger into the right to receive 1.25 (the “Exchange Ratio”) shares of Alerus common stock, with cash paid in lieu of fractional shares. Immediately prior to the Effective Time, outstanding HMNF restricted stock","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Alerus Financial Corporation"},{"label":"Consideration","value":"1.25 shares of Alerus common stock, with cash paid in lieu of fractional shares"},{"label":"Closing","value":"2024-10-09"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}