Tri-County files resale prospectus for 563,064 shares

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.

Rhea-AI Filing Summary

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.

Insights

Securities Registration Specialist

Resale registration for 563,064 shares; issuer receives no proceeds.

The prospectus supplement updates a prior registration statement to permit resale of 563,064 shares by a Selling Shareholder. The filing clarifies distribution mechanics in the "Plan of Distribution" and states the company will receive no proceeds from those resales.

Because this is a resale registration, the item is largely administrative: market activity will depend on the Selling Shareholder's decisions and the OTCQX trading environment; cash‑flow treatment is explicit in the filing.

Corporate Governance Analyst

Board change disclosed: director resignation effective June 11, 2026.

The Form 8-K reports that Matthew Faber resigned from the Board effective June 11, 2026, and the company states the resignation "was not a result of any disagreement" over operations, policies or practices. This phrasing is standard and does not allege dispute.

Watch for any subsequent disclosure about a replacement director or Board composition changes in future filings; timing for any appointment is not specified in the excerpt.

Key Figures

Resale registered: 563,064 shares Last reported sale price: $53.43 per share Director resignation effective: June 11, 2026

3 metrics

Resale registered 563,064 shares prospectus supplement dated April 20, 2026

Last reported sale price $53.43 per share OTCQX Marketplace on March 5, 2026

Director resignation effective June 11, 2026 Form 8-K dated June 9, 2026 (resignation effective June 11, 2026)

Key Terms

prospectus supplement, Selling Shareholder, Plan of Distribution, OTCQX Marketplace

4 terms

prospectus supplement regulatory

"This prospectus supplement updates and amends the prospectus dated July 30, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Selling Shareholder financial

"resale of up to 563,064 shares of common stock by the Selling Shareholder"

An existing owner of a company's shares who is offering part or all of their holdings for sale, often through a registered secondary offering, block trade, or insider sale. It matters to investors because these sales increase the number of shares available to the public and can change who controls the company; like a large homeowner selling in a neighborhood, a big shareholder sale can alter supply, price dynamics, and ownership concentration.

Plan of Distribution regulatory

"See the section titled “Plan of Distribution.”"

OTCQX Marketplace market

"Our common stock quoted on the OTC Market Group, Inc. OTCQX Marketplace under the symbol “TYFG.”"

Offering Details

resale · 563,064 shares

Offering

Offering Type resale

Securities Offered common stock

Offering Amount 563,064 shares

Use of Proceeds The company will receive no proceeds from sales by the Selling Shareholder

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Tri-County Financial (TYFG) prospectus supplement register?

It registers the resale of 563,064 shares of common stock by a Selling Shareholder. The supplement updates prior prospectus materials and explains distribution methods in the "Plan of Distribution."

Will Tri-County Financial receive proceeds from sales under this prospectus supplement?

No. The company explicitly states it will not receive any proceeds from the sale of shares by the Selling Shareholder; proceeds would go to the selling holder, not the issuer.

What price reference is included in the supplement for TYFG shares?

The supplement cites a last reported sale price of $53.43 per share on the OTCQX Marketplace as of March 5, 2026, provided as a market reference in the disclosure.

What Board change did Tri-County disclose in the Form 8-K?

The Form 8-K reports that director Matthew Faber resigned effective June 11, 2026, and the company states the resignation was not due to any disagreement over operations, policies, or practices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:37 PM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 6 (to prospectus dated July 30, 2025) Filed pursuant to Rule 424(b)(3) Registration No. 333- 288087

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)
☐	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, $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.

	Tri-County Financial Group, Inc.
Date: June 12, 2026	By:	/s/ Lana Eddy
		Lana Eddy
		Chief Financial Officer