PROSPECTUS
SUPPLEMENT NO. 6
(to
prospectus dated July 30, 2025)
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Filed
pursuant to Rule 424(b)(3)
Registration
No. 333- 288087
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TRI-COUNTY
FINANCIAL GROUP, INC.
This
prospectus supplement updates and amends the prospectus dated July 30, 2025, as amended by that certain Prospectus Supplement No. 1,
filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2025, Prospectus Supplement No. 2 filed
with the SEC on October 31, 2025, Prospectus Supplement No. 3 filed with the SEC on November 13, 2025, Prospectus Supplement No. 4 filed
with the SEC on January 5, 2026, and Prospectus Supplement No. 5 filed with the SEC on March 9, 2026, which relates to the resale of
up to 563,064 shares of common stock by the Selling Shareholder identified in the prospectus, as amended and supplemented from time to
time. The Selling Shareholder may, or may not, elect to sell its shares of common stock covered by the prospectus, in a manner and to
the extent they may determine. See the section titled “Plan of Distribution.” We will not receive any proceeds from the sale
of shares of common stock by the Selling Shareholder.
This
prospectus supplement is being filed to update, amend and supplement the information previously included in the prospectus with the information
attached to this prospectus supplement. You should read this prospectus supplement together with the prospectus, which is to be delivered
with this prospectus supplement.
Our
common stock quoted on the OTC Market Group, Inc. OTCQX Marketplace under the symbol “TYFG.” On March 5, 2026, the last reported
sale price of our common stock on the OTCQX Marketplace was $53.43 per share.
See
the section titled “Risk Factors” beginning on page 7 of the prospectus to read about factors you should consider before
buying shares of our common stock.
The
SEC and state securities regulators have not approved or disapproved these securities or determined if the prospectus or this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is April 20, 2026.
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): June 9, 2026
TRI-COUNTY
FINANCIAL GROUP, INC.
(Exact
Name of Registrant as Specified in Charter)
| Delaware |
|
333-288087 |
|
36-3412522 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
| |
|
|
|
|
| 706
Washington Street Mendota, Illinois, 61342 |
| (Address
of Principal Executive Offices) (Zip Code) |
(815)
538-2265
(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:
| ☐ |
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) |
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| ☐ |
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)) |
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|
| ☐ |
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, $1.00 Par Value |
|
TYFG |
|
OTC
Market Group, Inc. |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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
5.02. |
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
June 9, 2026, Matthew Faber informed Tri-County Financial Group, Inc. (the “Company”) of his intent to resign from the Company’s
Board of Directors (the “Board”), which became effective June 11, 2026. Mr. Faber’s decision to resign from the Board
was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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.
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Tri-County
Financial Group, Inc. |
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|
|
| Date:
June 12, 2026 |
By:
|
/s/
Lana Eddy |
| |
|
Lana
Eddy |
| |
|
Chief
Financial Officer |
