HBT Financial (HBT) plans $204.6M Tri-County deal, boosting assets to $8.3B
Rhea-AI Filing Summary
HBT Financial, Inc. entered into a definitive Agreement and Plan of Merger to acquire Tri-County Financial Group, Inc., parent of First State Bank, in a cash-and-stock transaction valued at approximately $204.6 million based on HBT’s $36.35 share price on August 7, 2026. TYFG shareholders may elect 2.4589 HBT shares, $71.01 in cash, or a mix per TYFG share, subject to election and proration, with an expected aggregate mix of about $59.9 million in cash and 3.8 million HBT shares. The deal implies $82.89 per TYFG share, and TYFG holders are expected to own roughly 9% of HBT common stock post-closing.
On a pro forma basis the combined company is expected to have about $8.3 billion in assets, $6.0 billion in loans, and $7.1 billion in deposits. HBT projects 11.1% EPS accretion in the first full year with expected cost saves, against 2.4% tangible book value dilution at close and an earnback of less than one year using the crossover method. Conditions include TYFG stockholder approval, regulatory approvals and effectiveness of an S-4. A $7.25 million TYFG termination fee applies in specified circumstances, and holders of about 28% of TYFG shares have agreed to vote in favor. TYFG director Thomas K. Prescott is expected to join the boards of HBT and Heartland Bank at closing.
Positive
- Acquisition is modeled to be 11.1% EPS accretive in the first full year with cost savings, while tangible book value dilution is limited to 2.4% with an earnback of less than one year using the crossover method.
Negative
- None.
Insights
Analyzing...
8-K Event Classification
3 items: 1.01, 7.01, 9.01
3 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Transaction value: $204.6 million
Exchange ratio: 2.4589 shares
Cash election price: $71.01 per share
+5 more
8 metrics
Transaction value
$204.6 million
Approximate aggregate consideration based on HBT closing price of $36.35 on August 7, 2026
Exchange ratio
2.4589 shares
HBT common shares per Tri-County common share for stock election alternative
Cash election price
$71.01 per share
Per-share cash consideration alternative for each Tri-County common share
Expected cash consideration
$59.9 million
Aggregate cash consideration to Tri-County stockholders based on outstanding stock and options
HBT shares issued
3.8 million shares
Approximate stock consideration to Tri-County stockholders
EPS accretion
11.1%
Projected first full-year earnings per share accretion with cost savings
TBV dilution
2.4%
Estimated tangible book value dilution at closing with earnback under one year
Pro forma assets
$8.3 billion
Expected combined total assets after completion of the merger
Key Terms
Agreement and Plan of Merger, Registration Statement on Form S-4, tangible book value, core deposit intangible, +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Registration Statement on Form S-4 regulatory
"the effectiveness of a Registration Statement on Form S-4 for the HBT common stock"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
tangible book value financial
"TBV dilution of 2.4% at closing with an earnback of less than 1 year"
Tangible book value is the accounting measure of a company’s net worth after removing intangible items like goodwill, patents and trademarks, leaving only physical and financial assets minus liabilities. For investors it offers a clearer view of the company’s hard-asset backing per share—like estimating the cash you could get by selling the furniture, machinery and cash in a house—helping gauge downside risk and whether a stock may be cheaply valued.
core deposit intangible financial
"Core deposit intangible of 2.50%, amortized over 10 years SYD"
Core deposit intangible is an accounting asset that represents the value of customer deposits a bank gains, usually through an acquisition, because those deposits provide a stable, low-cost source of funding. Think of it like paying for a loyal customer list that will save the bank money over time; it is written down over several years and affects reported earnings and the apparent cost of acquiring new funds, so investors watch it to understand future profitability and capital impact.
pay-to-trade ratio financial
"Pay-to-Trade ratio of 63% defined as the transaction TBV multiple"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What transaction has HBT (HBT) announced with Tri-County Financial Group?
HBT Financial agreed to acquire Tri-County Financial Group in a cash-and-stock merger valued at about $204.6 million, based on HBT’s $36.35 share price on August 7, 2026, combining their community banking franchises.
How large will HBT (HBT) be after acquiring Tri-County Financial Group?
On a pro forma basis, the combined company is expected to have approximately $8.3 billion in total assets, $6.0 billion in total loans, and about $7.1 billion in total deposits, expanding HBT’s community banking footprint.
Is the HBT (HBT) acquisition of Tri-County expected to be accretive?
HBT projects the merger will be 11.1% EPS accretive in the first full year with expected cost savings. The deal is expected to cause 2.4% tangible book value dilution at closing, with an earnback of less than one year using the crossover method.
When is the HBT (HBT) and Tri-County Financial Group merger expected to close?
The merger is expected to close in the first quarter of 2027, subject to approval by Tri-County shareholders, required regulatory approvals, effectiveness of an S-4 registration statement, and other customary closing conditions.
What governance changes are planned in the HBT (HBT) and Tri-County transaction?
Subject to HBT’s corporate governance procedures, TYFG director Thomas K. Prescott is expected to join the Boards of Directors of HBT and Heartland Bank, and TYFG President & CEO Kirk Ross will join Heartland Bank as a senior management officer.
What protections and fees are included in the HBT (HBT) and Tri-County merger agreement?
The agreement includes a $7.25 million termination fee payable by TYFG to HBT in specified scenarios and customary non-solicitation and voting support provisions, including voting agreements covering about 28% of TYFG’s outstanding common shares.
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): August 10, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) | ||||||
| (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 | ||||||
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 1.01. Entry into a Material Definitive Agreement.
On August 10, 2026, HBT Financial, Inc., a Delaware corporation (“HBT” or the “Company”), HB-TYFG Merger, Inc., a Delaware corporation and wholly-owned subsidiary of HBT (“MergerCo”), and Tri-County Financial Group, Inc., a Delaware corporation (“TYFG”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, MergerCo will merge with and into TYFG (the “Merger”), with TYFG as the surviving entity, and as a result, TYFG will become a wholly-owned subsidiary of HBT. Immediately following the Merger, TYFG will merge with and into HBT, with HBT as the surviving entity. In addition, subsequent to the mergers and at a time to be determined by HBT, First State Bank, an Illinois state-chartered and non-member bank headquartered in Mendota, Illinois and a wholly-owned subsidiary of TYFG, will merge with and into Heartland Bank and Trust Company, an Illinois state chartered bank and a wholly-owned subsidiary of HBT (“Heartland Bank”), with Heartland Bank as the surviving bank. The Merger Agreement was unanimously approved and adopted by the board of directors of each of HBT and TYFG.
Upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $1.00 per share, of TYFG that is issued and outstanding immediately prior to the Effective Time (other than treasury shares and shares that have exercised appraisal rights) will be converted into the right to receive, at the option of each TYFG stockholder, one of the following: (i) 2.4589 validly issued, fully paid and nonassessable shares of HBT common stock, par value $0.01 per share, (ii) cash in the amount of $71.01, or (iii) a combination of cash and shares of HBT common stock, in each case subject to adjustment and to the election and proration procedures as provided in the Merger Agreement. In lieu of fractional shares, holders of TYFG common stock will receive cash. In aggregate, based on TYFG’s common stock and stock options outstanding as of the date hereof, TYFG stockholders are expected to receive cash consideration of approximately $59.9 million and stock consideration of approximately 3.8 million shares of HBT common stock.
The Merger Agreement contains customary representations and warranties from both HBT and TYFG, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of TYFG’s business during the interim period between the execution of the Merger Agreement and the Effective Time, (ii) the obligation of TYFG to call a meeting of its stockholders to adopt the Merger Agreement and a requirement that the TYFG board of directors recommend that its stockholders adopt the Merger Agreement at the special meeting, and (iii) TYFG’s non-solicitation obligations relating to alternative acquisition proposals. Pursuant to the Merger Agreement, prior to the Effective Time, HBT has agreed to appoint current TYFG director Thomas K. Prescott to the Boards of Directors of HBT and Heartland Bank, subject to HBT's corporate governance procedures. In addition, the completion of the Merger is subject to customary conditions, including (a) adoption and approval of the Merger Agreement by the stockholders of TYFG, (b) receipt of required regulatory approvals, and (c) the effectiveness of a Registration Statement on Form S-4 for the HBT common stock to be issued in the Merger. The Merger Agreement provides certain termination rights for both HBT and TYFG and further provides for the payment of a termination fee of $7.25 million to be made by TYFG to HBT in case of termination under specified events.
Concurrently with the execution of the Merger Agreement, each TYFG director and certain stockholders and officers of TYFG have executed voting and support agreements pursuant to which they have agreed to vote their TYFG shares in favor of the Merger Agreement at the TYFG stockholder meeting.
The representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties in the Merger Agreement may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely on them as statements of fact. In addition, such representations and warranties (1) will not survive the consummation of the Merger and (2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in the public disclosures. The Merger Agreement is included with this filing only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding HBT or TYFG, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding HBT or TYFG, their respective affiliates or their respective businesses, the Merger Agreement and
the Merger that will be contained in, or incorporated by reference into, the Registration Statement on Form S-4 that will include a proxy statement of TYFG and a prospectus of HBT, as well as in each of HBT’s and TYFG’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and in other documents HBT and TYFG file with the Securities and Exchange Commission (“SEC”).
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On August 10, 2026, HBT and TYFG issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Report.
From time to time on and after August 10, 2026, HBT intends to provide supplemental information regarding the proposed transaction to analysts and investors in connection with certain presentations. A copy of an investor presentation (the “Investor Presentation”) is furnished as Exhibit 99.2 to this Report. The Investor Presentation will also be made available on the HBT’s investor relations website at ir.hbtfinancial.com under the Presentations section.
The information contained in Item 7.01, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.
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 proposed transaction, the results, effects and benefits of the proposed transaction, 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 possibility that stockholders of TYFG may not approve the merger agreement; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction 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 transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of TYFG into those of HBT; the effects of the merger in HBT’s future financial condition, results of operations, strategy and plans; and regulatory approvals of the transaction.
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, 2025, filed with the SEC on March 6, 2026, 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 TYFG 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.
Important Information and Where to Find It
In connection with the proposed transaction, HBT will file materials with the SEC, including a Registration Statement on Form S-4 of HBT that will include a proxy statement of TYFG and a prospectus of HBT. After the Registration Statement is declared effective by the SEC, HBT and TYFG intend to mail a definitive proxy statement/prospectus to the stockholders of TYFG. This Current Report on Form 8-K is not a substitute for the proxy statement/prospectus or the Registration Statement or for any other document that HBT or TYFG may file with the SEC and send to TYFG’s stockholders in connection with the proposed transaction. TYFG’S STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY HBT AND TYFG WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HBT, TYFG, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by HBT and TYFG with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by HBT will be available free of charge from HBT’s website at https://ir.hbtfinancial.com or by contacting HBT’s Investor Relations Department at HBTIR@hbtbank.com. Copies of documents filed with the SEC by TYFG are not available on TYFG's website, but will be provided free of charge upon request. To request such documents, please call (815) 538-2265.
Participants in the Proxy Solicitation
HBT, TYFG and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from TYFG’s stockholders in connection with the proposed transaction. Information regarding the executive officers and directors of HBT is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on April 8, 2026. Information regarding the executive officers and directors of TYFG and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above.
No Offer or Solicitation
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Item 9.01. Financial Statements and Exhibits.
| Exhibit Number | Description of Exhibit | ||||
2.1 | Agreement and Plan of Merger between HBT Financial, Inc., HB-TYFG Merger, Inc. and Tri-County Financial Group, Inc., dated August 10, 2026.* | ||||
99.1 | Press Release dated August 10, 2026. | ||||
99.2 | Investor Presentation dated August 10, 2026. | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | ||||
* The Company has omitted schedules and similar attachments to the subject agreement pursuant to Item 601(b) of Regulation S-K. The Company will furnish a copy of any omitted schedule or similar attachment to the SEC upon request.
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 thereunto duly authorized.
| HBT FINANCIAL, INC. | ||||||||
| By: | /s/ Peter R. Chapman | |||||||
| Name: Peter R. Chapman | ||||||||
| Title: Chief Financial Officer | ||||||||
| Date: August 10, 2026 | ||||||||
EXHIBIT 99.1
HBT FINANCIAL, INC. AND TRI-COUNTY FINANCIAL GROUP, INC.
JOINTLY ANNOUNCE STRATEGIC TRANSACTION
Bloomington, IL and Mendota, IL, August 10, 2026 – HBT Financial, Inc. (NASDAQ: HBT) (the “Company” or “HBT Financial” or “HBT”), the holding company for Heartland Bank and Trust Company (“Heartland Bank”), and Tri-County Financial Group, Inc. (OTC: TYFG) (“Tri-County”), the holding company for First State Bank in Mendota, Illinois (“First State Bank”), today jointly announced the signing of a definitive agreement pursuant to which Tri-County will merge with and into HBT Financial in a combined common stock/cash transaction valued at approximately $204.6 million, based on HBT Financial’s closing stock price of $36.35 as of August 7, 2026. The combined company will have approximately $8.3 billion in total assets, $6.0 billion in total loans, and approximately $7.1 billion in total deposits, with branch locations across Illinois, eastern Iowa, and suburban St. Louis.
First State Bank is a community bank with 19 banking locations throughout central and northern Illinois. Offering commercial and personal banking services, as well as treasury and wealth management services and certain insurance offerings, First State Bank had total assets of $1.6 billion, total loans of $1.3 billion, and total deposits of $1.3 billion as of June 30, 2026.
Our two organizations share a relationship-based approach to banking and a deep commitment to the communities that we serve which makes this combination a clear cultural fit. It strengthens our footprint in central Illinois and the Chicago MSA and, through greater scale, expands product opportunities for First State Bank customers. This transaction will represent the twelfth merger that HBT Financial has been a part of since 2007, and we feel that the team’s extensive integration experience will make this a smooth transition.
The transaction has been unanimously approved by each company’s board of directors, and shareholders collectively holding approximately 28% of the outstanding shares of Tri-County common stock have entered into voting agreements pursuant to which they have agreed, among other things, to vote their shares of Tri-County common stock in favor of the transaction. The merger is expected to close in the first quarter of 2027, subject to approval by Tri-County’s shareholders, required regulatory approvals, and other customary closing conditions.
Fred L. Drake, Executive Chairman of HBT Financial, said, “First State Bank is a fine addition to Heartland Bank. I have followed their bank for many years, and as we serve several of the same markets, I know their communities are very similar to ours. We share a heritage as longstanding, solid community banks. We look forward to getting to know their staff and working with their customers.”
J. Lance Carter, President and CEO of HBT Financial and Heartland Bank, added, “I look forward to working with Kirk Ross and his team at First State Bank to continue to deliver high-quality service to their customers. Our banks share strong roots in the communities that we have served for generations in central and north central Illinois. HBT’s disciplined approach to M&A has allowed us to maintain strong financial performance while expanding our asset base and the communities that we serve. We are confident our merger with First State Bank will continue that success.”
Thomas K. Prescott, Chairman of Tri-County, said, “I believe this merger marks an exciting new chapter for our organization. It is also rooted in the same principles that have guided us for decades: serving customers well, supporting our communities, and creating long-term value for our shareholders. We are delighted to partner with an institution that shares those beliefs and are confident that the future holds tremendous promise for everyone connected to our bank.”
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Kirk L. Ross, President and CEO of Tri-County, added, “We are looking forward to the opportunities this partnership will create. Together, we will be stronger, more innovative, and better positioned to meet the evolving needs of those we serve, while remaining committed to the relationships and personal service that define who we are.”
Transaction Information
Under the terms of the merger agreement, Tri-County shareholders will have the right to receive either (1) 2.4589 shares of HBT Financial’s common stock for each share of Tri-County stock, (2) $71.01 per share in cash, or (3) a combination of cash and stock consideration, subject to adjustment and to the election and proration provisions in the merger agreement. Based upon HBT Financial’s closing stock price of $36.35 on August 7, 2026, the implied per share purchase price is $82.89 with an aggregate transaction value of approximately $204.6 million. Upon closing of the transaction, shareholders of Tri-County are expected to hold approximately 9% of HBT Financial’s outstanding common stock. Pursuant to the merger agreement, at the effective time of the merger, HBT Financial expects to appoint current Tri-County director Thomas K. Prescott to the Boards of Directors of HBT Financial and Heartland Bank, subject to HBT Financial’s corporate governance procedures.
A presentation with additional information on the transaction can be found on HBT Financial’s investor relations website at ir.hbtfinancial.com.
Advisors
Vedder Price P.C. served as legal counsel and Piper Sandler & Co. served as financial advisor to HBT Financial.
Barack Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel and Performance Trust Capital Partners, LLC served as financial advisor to Tri-County.
About HBT Financial, Inc.
HBT Financial, Inc., headquartered in Bloomington, Illinois, is the holding company for Heartland Bank and Trust Company, and has banking roots that can be traced back to 1920. HBT Financial provides a comprehensive suite of financial products and services to consumers, businesses, and municipal entities throughout Illinois, eastern Iowa, and suburban St. Louis through 83 full-service branches. As of June 30, 2026, HBT Financial had total assets of $6.7 billion, total loans of $4.8 billion, and total deposits of $5.8 billion.
About Tri-County Financial Group, Inc.
Tri-County Financial Group, Inc., headquartered in Mendota, Illinois, is the parent holding company for First State Bank, with offices in Mendota, Batavia, Bloomington, Champaign, Geneva, LaMoille, McNabb, North Aurora, Ottawa, Peru, Princeton, Rochelle, Shabbona, St. Charles, Streator, Sycamore, Waterman and West Brooklyn. First State Bank is the parent company of First State Mortgage Services, LLC and First State Insurance. Tri-County Financial Group, Inc. shares are quoted under the symbol TYFG and traded on OTCQX. As of June 30, 2026, Tri-County had total assets of $1.6 billion, total loans of $1.3 billion, and total deposits of $1.3 billion.
Forward-Looking Statements
Certain statements in this news release, including any statements regarding the expected timetable for completion of the proposed transaction, the results, effects and benefits of the proposed transaction, future opportunities and any other statements regarding future expectations, beliefs, plans, objectives, financial 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. The words “anticipate,” “believe,” “expect,” “if,” “estimate,” “will,” “potential,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the completion of the proposed transaction and the anticipated growth opportunities from the proposed transaction. The forward-
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looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 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 possibility that shareholders of Tri-County may not approve the merger agreement; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction 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 transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Tri-County into those of HBT Financial; the effects of the merger in HBT Financial’s future financial condition, results of operations, strategy and plans; and regulatory approvals of the transaction.
Additional factors that could cause results to differ materially from those described above can be found in HBT Financial’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026, and in its subsequently filed Quarterly Reports on Form 10-Q, and in other documents HBT Financial files with the Securities and Exchange Commission (“SEC”), each of which is on file with the SEC and available from HBT Financial’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 Financial nor Tri-County 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.
Important Information and Where to Find It
In connection with the proposed transaction, HBT Financial will file materials with the SEC, including a Registration Statement on Form S-4 of HBT Financial that will include a proxy statement of Tri-County and a prospectus of HBT Financial. After the Registration Statement is declared effective by the SEC, HBT Financial and Tri-County intend to mail a definitive proxy statement/prospectus to the shareholders of Tri-County. This news release is not a substitute for the proxy statement/prospectus or the Registration Statement or for any other document that HBT Financial may file with the SEC and send to Tri-County’s shareholders in connection with the proposed transaction. TRI-COUNTY’S SHAREHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY HBT FINANCIAL WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HBT FINANCIAL, TRI-COUNTY, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by HBT Financial with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by HBT Financial will be available free of charge from HBT Financial’s website at https://ir.hbtfinancial.com or by contacting HBT Financial’s Investor Relations Department at HBTIR@hbtbank.com
Participants in the Proxy Solicitation
HBT Financial, Tri-County and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Tri-County’s shareholders in connection with the proposed transaction. Information regarding the executive officers and directors of HBT Financial is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on April 8, 2026. Information regarding the executive officers and directors of Tri-County and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration
HBT Financial, Inc.
Page 4
Statement and proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above
No Offer or Solicitation
Communications in this news release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
CONTACTS:
With respect to HBT Financial
Peter Chapman
HBTIR@hbtbank.com
(309) 664-4556
With respect to Tri-County Financial Group, Inc.
Lana Eddy, Secretary
leddy@firststatebank.biz
(815) 538-2265
Investor Presentation Tri-County Financial Group, Inc. Merger August 10, 2026
2 Special Note Concerning Forward-Looking Statements Certain statements in this presentation, including any statements regarding the expected timetable for completion of the proposed transaction, the results, effects and benefits of the proposed transaction, future opportunities and any other statements regarding future expectations, beliefs, plans, objectives, financial 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. The words “anticipate,” “believe,” “expect,” “if,” “estimate,” “will,” “potential,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the completion of the proposed transaction and the anticipated growth opportunities from the proposed transaction. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 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 possibility that stockholders of Tri- County Financial Group, Inc. ("TYFG") may not approve the merger agreement; the risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or that the closing of the proposed transaction 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 transaction; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of TYFG into those of HBT; the effects of the merger in HBT’s future financial condition, results of operations, strategy and plans; and regulatory approvals of the transaction. 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, 2025 and in its subsequently filed Quarterly Reports on Form 10-Q, and in other documents HBT files with the Securities and Exchange Commission (“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 TYFG 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.
3 Important Information and Where to Find it In connection with the proposed transaction, HBT will file materials with the SEC, including a Registration Statement on Form S-4 of HBT that will include a proxy statement of TYFG and a prospectus of HBT. After the Registration Statement is declared effective by the SEC, HBT and TYFG intend to mail a definitive proxy statement/prospectus to the stockholders of TYFG. This presentation is not a substitute for the proxy statement/prospectus or the Registration Statement or for any other document that HBT may file with the SEC and send to TYFG’s stockholders in connection with the proposed transaction. TYFG’S STOCKHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY HBT WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HBT, TYFG, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS. Investors will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by HBT with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by HBT will be available free of charge from HBT’s website at https://ir.hbtfinancial.com or by contacting HBT’s Investor Relations Department at HBTIR@hbtbank.com. Participants in the Proxy Solicitation HBT, TYFG and their respective directors and certain of their executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from TYFG’s stockholders in connection with the proposed transaction. Information regarding the executive officers and directors of HBT is included in its definitive proxy statement for its 2026 annual meeting filed with the SEC on April 8, 2026. Information regarding the executive officers and directors of TYFG and additional information regarding the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth in the Registration Statement and proxy statement/prospectus and other materials when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above. No Offer or Solicitation Communications in this presentation do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
4 Transaction Highlights • Expanded operating scale with a pro forma asset base of approximately $8.3 billion • Strong cultural alignment anchored in a shared relationship-based banking model and deep community commitment • Complements recent acquisition of CNBN completed in March by combining with another community-focused partner and continuing HBT’s disciplined growth strategy • High-quality, low-cost core deposit base further enhances quality of HBT’s strong overall funding profile • First State Mortgage Services, LLC to be divested or will cease operations prior to transaction closing, consistent with HBT’s strategic objectives • TYFG Chairman Tom Prescott expected to join both the HBT Financial, Inc. Board of Directors and Heartland Bank and Trust Company Board of Directors post-closing, subject to HBT’s corporate governance procedures • TYFG President & CEO Kirk Ross will join Heartland Bank and Trust Company as a senior management officer Strategically Compelling Financially Attractive • EPS accretion of 11.1% in first full-year with cost savings • TBV dilution of 2.4% at closing with an earnback of less than 1 year using the crossover method • Creates significant value for both HBT and TYFG stockholders Low Risk Transaction • Partners two highly compatible franchises with deep roots in north-central Illinois • Similar conservative credit cultures and diversified loan portfolios • Strong pro forma capital ratios • HBT completed a rigorous due diligence process with 70% of total outstanding commitments and 80% of outstanding commitments (excluding the 1-4 Family category) reviewed and is an experienced acquirer with a proven track record of successful integration
5 Transaction Summary Buyer ▪ HBT Financial, Inc. (NASDAQ: HBT) ▪ Bloomington, IL Seller ▪ Tri-County Financial Group, Inc. (OTC: TYFG) ▪ Mendota, IL Consideration ▪ Stockholder election (subject to proration) of either 2.4589 common shares of HBT (fixed exchange ratio) or $71.01 of cash, or a mix thereof, for each common share of Tri-County Financial Group, Inc. ▪ Approximately $59.9 million in aggregate cash consideration (fixed) with remainder in HBT common shares (totaling approximately 3.8 million HBT common shares) Transaction Value¹ ▪ $204.6 million in aggregate² Valuation Multiples¹ ▪ 131% of Tangible Book Value ▪ 11.6x LTM Earnings (excluding First State Mortgage Services, LLC) ▪ 7.4x 2027E Earnings + Fully Phased-In Cost Savings (excluding First State Mortgage Services, LLC) ▪ 4.9% Premium on core deposits³ ▪ Pay-to-Trade ratio of 63%⁴ Pro Forma Ownership ▪ ~91% HBT / ~9% TYFG Expected Closing ▪ Expected closing and core conversion in Q1 2027, subject to regulatory and TYFG stockholder approval 1) Transaction value and valuation multiples are based on HBT’s closing stock price of $36.35 on August 7, 2026 and TYFG’s June 30, 2026 company reports; Transaction multiples are inclusive of option consideration 2) Based on TYFG’s 2,388,748 common shares outstanding; 136,935 options outstanding with a weighted average strike price of $41.01 are cashed out at closing 3) Core deposits exclude time deposits over $100 thousand and brokered deposits 4) Pay-to-Trade defined as the transaction TBV multiple divided by HBT’s standalone TBV multiple
6 Overview of Tri-County Financial Group, Inc. • First State Bank, the bank subsidiary for TYFG, has been a locally owned bank committed to providing value-added offerings since 1940 • TYFG operates through 19 branches in central and northern Illinois • Profitable bank with MRQ ROAA and ROAE of 1.05% and 10.1%, respectively ¹ • Diverse loan-base with 20% commercial (including C&I and owner- occupied CRE), 30% commercial real estate (including nonowner- occupied CRE, construction and land development, and multi- family), 32% 1-4 family, and 18% agriculture and farmland ¹ • Stable deposit base reflects strong community ties and loyalty of rural customers • Solid financial foundation with a highly efficient balance sheet and clear opportunities for continued growth TYFG (19) Branch Footprint $1.6bn Assets $1.3bn Loans $1.3bn Deposits 1.05% MRQ ROAA 3.79% MRQ NIM 0.46% NPLs / Loans Financial Highlights¹ 1) Data per June 30, 2026 company earnings release and S&P Capital IQ Pro
7 Pro Forma Franchise Map HBT (83) TYFG (19) 5 TYFG branches are within 2 miles of an existing HBT branch
8 Pro Forma Loan & Deposit Mix MRQ Pro Forma¹ 1) Excludes purchase accounting adjustments Note: Loan and deposit composition per June 30, 2026 bank-level regulatory filings; HBT loan yield and cost of deposits per June 30, 2026 earnings release; TYFG loan yield and cost of deposits shown bank-level per S&P Capital IQ Pro as of June 30, 2026 Yield on Loans: 6.38% Yield on Loans: 6.07% Yield on Loans: 6.30% Cost of Deposits: 1.20% Cost of Deposits: 1.95% Cost of Deposits: 1.34% L o a n C o m p o s it io n D e p o s it C o m p o s it io n 1-4 12% Multi 14% O-O CRE 11% Non O-O CRE 24% C&I 11% C&D 9% Farm+Ag. 12% Cons.+Other 7% 1-4 32% Multi 14% O-O CRE 13% Non O-O CRE 13% C&I 6% C&D 3% Farm+Ag. 18% Cons.+Other 1% 1-4 16% Multi 14% O-O CRE 11% Non O-O CRE 21% C&I 10% C&D 8% Farm+Ag. 14% Cons.+Other 6% Nonint. Bearing 14% MMDA + Savings 48% Retail CD 26% Jumbo CD 12% Nonint. Bearing 22% Trans. 7% MMDA + Savings 47% Retail CD 17% Jumbo CD 7% Nonint. Bearing 23% Trans. 9% MMDA + Savings 47% Retail CD 15% Jumbo CD 6% $4.8B $5.8B $1.3B $1.3B $6.0B $7.1B
9 Financial Impact Key Assumptions ▪ Anticipated cost savings of 34% of TYFG’s noninterest expense base (excluding First State Mortgage Services, LLC) ▪ 80% phased-in during 2027, 100% thereafter ▪ $19.0 million in estimated pre-tax transaction expenses, fully realized in pro forma tangible book value estimate at closing ▪ Loan credit mark of 1.31% gross loans at closing, or $16.9 million (no CECL “double-count”) ▪ Interest rate mark on loans of 1.77% estimated gross loans at closing, or $22.8 million (accreted over the remaining life of respective loans) ▪ TYFG pre-tax loss on AFS securities of $12.1 million; assumes reinvestment at 5.15% ▪ Core deposit intangible of 2.50%, amortized over 10 years SYD ▪ Additional write-down on fixed assets $9.0 million and mark-up on mortgage servicing rights of $4.0 million EPS Impact ▪ 2027 estimated accretion of 12.0% ▪ 2028 estimated accretion of 11.1% TBV Impact ▪ 2.4% TBV dilution at closing ▪ Less than 1 year TBV earnback period using the crossover method Pro Forma Capital at Closing ▪ 9.0% tangible common equity / tangible assets ▪ 11.8% common equity tier 1 ratio ▪ 14.8% total risk-based capital ratio ▪ 9.5% tier 1 leverage ratio
10 2026 Track record of successfully integrating acquisitions BankPlus Morton, IL $231mm deposits 2007 2012 Bank of Illinois Normal, IL FDIC-assisted $176mm deposits Western Springs National Bank Western Springs, IL FDIC-assisted $184mm deposits 2011 Citizens First National Bank Princeton, IL FDIC-assisted $808mm deposits Farmer City State Bank Farmer City, IL $70mm deposits 20182010 Bank of Shorewood Shorewood, IL FDIC-assisted $105mm deposits Lincoln S.B. Corp (State Bank of Lincoln)1 Lincoln, IL $357mm deposits 2021 NXT Bancorporation, Inc. (NXT Bank) Central City, IA $182mm deposits 1) Although the Lincoln Acquisition is identified as an acquisition in the above table, the transaction was accounted for as a change of reporting entity due to its common control with Company. 2) Data as of June 30, 2026 company earnings release 2015 National Bancorp, Inc. (American Midwest Bank) Schaumburg, IL $447mm deposits 2023 Town and Country Financial Corporation (Town and Country Bank) Springfield, IL $720mm deposits CNB Bank Shares, Inc. (CNB Bank & Trust, N.A.) Carlinville, IL $1.5bn deposits Announced Tri-County Financial Group, Inc. (First State Bank) Mendota, IL $1.3bn deposits² 2026
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