HBT Financial (NASDAQ: HBT) advances CNB Bank merger toward expected Feb. 27 close

Rhea-AI Filing Summary

HBT Financial, Inc. reports progress on its planned acquisition of CNB Bank Shares, Inc. and its bank subsidiary, CNB Bank & Trust, N.A. CNB shareholders approved the merger on January 26, 2026, and all required regulatory approvals were obtained as of January 30, 2026.

The merger remains subject to customary closing conditions and is expected to close on or around February 27, 2026. HBT also reiterates standard forward-looking statement cautions, highlighting risks such as potential closing delays, integration challenges, and possible adverse reactions from customers or employees.

Insights

Bank M&A and regulatory analyst

HBT’s CNB acquisition clears key approvals and approaches closing.

HBT Financial confirms that CNB shareholders have approved the merger and all required regulatory approvals are in place. This significantly advances the transaction first agreed on October 20, 2025, reducing deal uncertainty ahead of the targeted closing on or around February 27, 2026.

The update also outlines risks, including unsatisfied closing conditions, possible termination of the merger agreement, operational distractions, and challenges integrating CNB into HBT. These cautions frame the combination’s future effects on HBT’s financial condition, results, strategy and plans as dependent on successful integration.

For investors, this milestone indicates the transaction is nearing completion, with remaining steps tied to customary conditions rather than new approvals. Subsequent company filings after the expected closing date may provide more detail on integration progress and the merger’s impact on earnings, capital levels and asset quality.

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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): January 30, 2026

HBT FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-39085			37-1117216
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)
401 North Hershey Rd Bloomington, Illinois						61704
(Address of principal executive offices)						(Zip Code)

(309) 662-4444

(Registrant’s telephone number, including area code)

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(s)			Name of each exchange on which registered
Common Stock, par value $0.01 per share			HBT			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 8.01 Other Events.

As previously disclosed, on October 20, 2025, HBT Financial, Inc. (“HBT” or the “Company”) and CNB Bank Shares, Inc. (“CNB”) entered into an Agreement and Plan of Merger in connection with HBT's proposed acquisition of CNB and its wholly owned bank subsidiary, CNB Bank & Trust, N.A. On January 26, 2026, CNB's shareholders approved the proposed transaction at a special meeting of its shareholders. Also, as of January 30, 2026, all of the required regulatory approvals for the proposed transaction have been obtained.

The closing of the proposed merger remains subject to certain other customary closing conditions and, as a result, the merger is expected to close on or around February 27, 2026.

Special Note Regarding Forward-Looking Statements

Certain statements in this Current Report on Form 8-K and the exhibits filed herewith, including statements regarding the expected timetable for completion of the merger, the results, effects and benefits of the merger, future opportunities and any other statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements may include statements relating to the Company’s plans, strategies and expectations, near-term loan growth, net interest margin, mortgage banking profits, wealth management fees, expenses, asset quality, capital levels, continued earnings, and liquidity. Forward-looking statements are generally identifiable by use of the words “believe,” “may,” “will,” “should,” “could,” “expect,” “estimate,” “intend,” “anticipate,” “project,” “plan” or similar expressions. Forward-looking statements are frequently based on assumptions that may or may not materialize and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995.

These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those anticipated, including, but not limited to, the risk that a condition to closing of the merger may not be satisfied, that either party may terminate the merger agreement or that the closing of the merger might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger; the diversion of management time on merger-related issues; the ultimate timing, outcome and results of integrating the operations of CNB into those of HBT; the effects of the merger with CNB in HBT’s future financial condition, results of operations, strategy and plans; and regulatory approvals of the merger.

Additional factors that could cause results to differ materially from those described above can be found in HBT’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 7, 2025, and in its subsequently filed Quarterly Reports on Form 10-Q, and in other documents HBT files with the SEC, each of which is on file with the SEC and available from HBT’s website at https://ir.hbtfinancial.com.

All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither HBT nor CNB assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

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.

			HBT FINANCIAL, INC.
			By:			/s/ Peter R. Chapman
						Name: Peter R. Chapman
						Title: Chief Financial Officer
Date: February 2, 2026

FAQ

What did HBT Financial (HBT) announce regarding its merger with CNB Bank Shares?

HBT Financial announced that its planned acquisition of CNB Bank Shares, Inc. has cleared major milestones. CNB shareholders approved the merger on January 26, 2026, and all required regulatory approvals were obtained as of January 30, 2026, moving the deal closer to completion.

When is the HBT Financial (HBT) and CNB merger expected to close?

The merger between HBT Financial and CNB Bank Shares, Inc. is expected to close on or around February 27, 2026. The closing still depends on certain other customary closing conditions being satisfied before the transaction can be completed.

Have all regulatory approvals been obtained for the HBT Financial (HBT) and CNB merger?

Yes. HBT Financial states that, as of January 30, 2026, all required regulatory approvals for its proposed acquisition of CNB Bank Shares, Inc. and CNB Bank & Trust, N.A. have been obtained, leaving only customary closing conditions outstanding.

What risks and uncertainties does HBT Financial (HBT) highlight about the CNB merger?

HBT Financial highlights risks including the possibility that a closing condition may not be satisfied, that either party could terminate the merger agreement, potential adverse business or employee reactions, management distraction, and challenges integrating CNB, all of which could affect future results and merger timing.

How does HBT Financial (HBT) describe the potential effects of the CNB merger?

HBT Financial notes that the merger with CNB may affect its future financial condition, results of operations, strategy and plans. The ultimate impact will depend on integration outcomes and other factors discussed in its cautionary forward-looking statements.

Where can investors find more risk information about HBT Financial (HBT) and the CNB merger?

Investors can review additional risk information in HBT Financial’s Annual Report on Form 10-K for the year ended December 31, 2024, its subsequent Quarterly Reports on Form 10-Q, and other SEC filings available through its investor relations website.