---
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"
generated_at: "2026-05-30T17:37:28.759121+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# HMN Financial acquired by Alerus; shareholders receive 1.25 Alerus shares per HMNF share

## Summary
- 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.

## SEC filing metadata
- accession: 0001437749-24-030970
- form_type: 8-K
- cik: 0000921183
- company_name: HMN FINANCIAL INC
- filed_at: 2024-10-09T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 2.01, 5.01, 3.01, 3.03, 5.02, 5.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-030970
- JSON: https://secwatch.observer/filing/0001437749-24-030970.json
- Plain text: https://secwatch.observer/filing/0001437749-24-030970.txt

## Key facts
- Executive change
  Jeffrey Bolton departed as Director at HMN FINANCIAL INC.
  - Action: ceased serving
  - Role: Director
  source text: except that Jeffrey Bolton, a former director of HMNF, was appointed to the Alerus board of directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm
- Governance Changes
  HMN FINANCIAL INC: Company's certificate of incorporation and bylaws replaced by Alerus' governing documents upon merger.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm
- M&A Transactions
  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).
  - Action: change of control
  - Counterparty: Alerus Financial Corporation
  - Consideration: 1.25 shares of Alerus common stock, with cash paid in lieu of fractional shares
  - Closing: 2024-10-09
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/921183/000143774924030970/0001437749-24-030970-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.