Tri-County Financial Group, Inc. described how outstanding stock options would be treated in its proposed merger with HBT Financial, Inc., which TYFG stockholders are scheduled to consider on October 29, 2026. At the merger’s effective time, each outstanding option would be cancelled and converted into a right to a cash payment based on the HBT common-stock volume weighted average closing price over the 10 trading days ending on the fifth trading day before closing, multiplied by the 2.4589 exchange ratio, less the option’s exercise price, then multiplied by the shares covered by the option. Options with an exercise price equal to or greater than the resulting stock consideration cash value would be cancelled without payment.
A holder must sign and return an option cancellation agreement to receive a payment; TYFG anticipated providing it in November 2026. Options may be exercised through December 4, 2026, or a later date TYFG may announce, but options granted in 2016 expire December 1, 2026. If the agreement is returned before closing, payment will be made as soon as administratively practicable after closing; if returned later, payment will follow its return to HBT. Exercised options can result in restricted TYFG shares, with any merger-consideration election due before December 18, 2026, unless extended.
Tri-County Financial Group (TYFG) is the issuer identified for this analysis; the described announcement concerns HBT Financial, Inc. HBT said it issued an earnings release covering the third quarter and nine months ended September 30, 2026, and prepared a results presentation for meetings with the investment community. HBT said the presentation will also be made available on its investor relations website.
Tri-County Financial Group Inc reported that AllianceBernstein L.P., a Delaware entity, holds a significant passive ownership position in its common stock. AllianceBernstein has sole voting power over 215,914 shares and sole dispositive power over 215,914 shares, representing 9.1% of the company’s outstanding common stock as of June 30, 2026.
Tri-County Financial Group, Inc. reported higher profitability for the quarter and six months ended June 30, 2026. Net income rose to $4.1 million for the quarter and $8.6 million year-to-date, compared with $3.5 million and $6.1 million a year earlier. Basic EPS increased to $1.73 for the quarter and $3.61 for six months.
Net interest income improved to $14.2 million for the quarter and $27.8 million year-to-date, supported by lower interest expense. Total assets were $1.56 billion, with loans, net, at $1.26 billion and deposits of $1.30 billion. Mortgage banking remained an important contributor, generating $5.2 million in income year-to-date.
Credit quality metrics were stable: the allowance for credit losses on loans was $14.8 million and non-accrual loans totaled $3.9 million. The allowance for unfunded commitments increased to $1.9 million, reflecting updated credit loss expectations. Shareholders’ equity rose to $165.0 million, and cash and cash equivalents increased to $60.9 million.
Tri-County Financial Group, Inc. filed a prospectus supplement updating an existing resale registration covering up to 563,064 shares of common stock held by a Selling Shareholder. The holder may sell or not sell at its discretion, and Tri-County will not receive any proceeds from these resales. TYFG common stock trades on the OTCQX under “TYFG,” with a last reported price of $69.80 per share on August 7, 2026.
Separately, Tri-County entered into a Merger Agreement with HBT Financial, Inc. and HB-TYFG Merger, Inc. Under the agreement, each TYFG share will be converted at closing into either 2.4589 HBT shares, $71.01 in cash, or a mix, subject to election and proration. Based on current capitalization, TYFG stockholders are expected to receive approximately $59.9 million in cash and 3.8 million HBT shares. Closing requires TYFG stockholder approval, regulatory approvals, and effectiveness of an HBT Form S-4. TYFG must pay HBT a $7.25 million termination fee if the merger ends under specified circumstances, and certain TYFG insiders have signed voting and support agreements in favor of the deal.
Tri-County Financial Group, Inc. entered into an Agreement and Plan of Merger with HBT Financial, Inc. under which Tri-County will merge with and into HBT in a cash-and-stock transaction valued at approximately $204.6 million, based on HBT’s August 7, 2026 closing price.
Each Tri-County share will be converted into the right to receive 2.4589 HBT shares, $71.01 in cash, or a mix of cash and stock, subject to adjustment and proration, with cash paid in lieu of fractional shares. Based on current Tri-County shares and options, stockholders are expected to receive about $59.9 million in cash and 3.8 million HBT shares, and will own roughly 9% of HBT after closing.
The merger involves a two-step holding-company combination followed by the merger of First State Bank into Heartland Bank and Trust Company. Boards of both companies approved the deal, and Tri-County insiders holding about 28% of shares have agreed to vote in favor. Closing is targeted for the first quarter of 2027, subject to Tri-County stockholder approval, regulatory approvals, and effectiveness of an HBT Form S-4. The agreement includes customary covenants, non-solicitation provisions, appointment of Tri-County director Thomas K. Prescott to HBT and Heartland Bank boards, and a $7.25 million termination fee payable by Tri-County under specified circumstances.
HBT Financial, Inc. entered into an Agreement and Plan of Merger with Tri-County Financial Group, Inc. (TYFG) and HB-TYFG Merger, Inc. Under the agreement, MergerCo will merge into TYFG, making TYFG a wholly owned subsidiary of HBT, followed by TYFG merging into HBT. Subsequently, TYFG’s subsidiary First State Bank is expected to merge into Heartland Bank and Trust Company, an HBT subsidiary.
Each TYFG share will be converted at closing into either 2.4589 HBT shares, $71.01 in cash, or a mix of cash and HBT stock, subject to adjustment and proration. Based on current TYFG equity, TYFG stockholders are expected to receive about $59.9 million in cash and 3.8 million HBT shares in total. Closing is subject to TYFG stockholder approval, required regulatory approvals, and effectiveness of an HBT Form S-4 registration statement. TYFG owes HBT a $7.25 million termination fee if the merger ends under specified circumstances. TYFG directors and certain stockholders have signed voting and support agreements to vote for the merger, and an HBT board seat is expected for TYFG director Thomas K. Prescott.
Tri-County Financial Group, Inc. files a prospectus supplement updating its resale prospectus to cover the resale of 563,064 shares of common stock by a named Selling Shareholder. The company states it will not receive any proceeds from those sales and the Selling Shareholder may sell the shares "in a manner and to the extent they may determine."
The supplement notes the company's common stock trades on the OTCQX Marketplace and cites a last reported sale price of $53.43 per share on March 5, 2026. Separately, a Current Report on Form 8-K discloses that director Matthew Faber resigned effective June 11, 2026, and the resignation was not due to any disagreement with the company on operations, policies or practices.
Tri-County Financial Group, Inc. reported that director Matthew Faber informed the company on June 9, 2026 of his intent to resign from the Board of Directors, effective June 11, 2026. The company states that his resignation was not due to any disagreement regarding its operations, policies or practices.
Tri-County Financial Group, Inc. reported much stronger quarterly results for the three months ended March 31, 2026. Net income rose to $4,472K from $2,554K a year earlier, with basic earnings per share increasing to $1.88 from $1.07.
Net interest income improved to $13,684K from $11,638K, helped by lower deposit interest expense. The company also recorded net recoveries of credit losses on loans and off-balance-sheet exposures, versus expenses in the prior year. Mortgage banking income grew to $2,535K from $2,178K. Total assets were $1,581,588K as of March 31, 2026, with loans, net, at $1,279,256K and deposits at $1,309,038K.