| PROSPECTUS SUPPLEMENT NO. 9 |
Filed pursuant to Rule 424(b)(3) |
| (to prospectus dated July 30, 2025) |
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, Prospectus Supplement No. 5 filed with the SEC on March 9, 2026, Prospectus Supplement No. 6 filed with
the SEC April 20, 2026, Prospectus Supplement No. 7 filed with the SEC June 12, 2026, and Prospectus Supplement No. 8 filed with the
SEC August 10, 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 October 30, 2026, the last
reported sale price of our common stock on the OTCQX Marketplace was $82.51 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 November 2, 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): October 29, 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 5.07. | Submission
of Matters to a Vote of Security Holders. |
On
October 29, 2026, Tri-County Financial Group, Inc. (the “Company”) held a special meeting of the stockholders (the
“Special Meeting”) to consider certain proposals related to the previously announced Agreement and Plan of Merger,
dated August 10, 2026 (the “Merger Agreement”), among the Company, HBT Financial, Inc. (“HBT”),
and HB-TYFG Merger, Inc., a wholly-owned subsidiary of HBT. Pursuant to the Merger Agreement, the Company will merge with and into HBT,
with HBT as the surviving corporation (the “Merger”).
The
record date for determination of stockholders entitled to vote at the Special Meeting was September 10, 2026. There were 2,427,703 shares
of common stock outstanding as of that date, with each such share being entitled to one vote. At the Special Meeting, the holders of
1,998,191 shares, or approximately 82.3% percent of the outstanding shares, were represented in person or by proxy, which constituted
a quorum for the Special Meeting. The following proposals were voted on at the Special Meeting:
The
adoption of the Merger Agreement and approval of the
transactions it contemplates (the “Merger Proposal”):
| For |
|
Against |
|
Abstain/Withheld |
| |
|
|
|
|
| 1,807,469 |
|
179,603 |
|
11,119 |
Approval
of one or more adjournments of the Special Meeting, if determined necessary and advisable, including adjournments to permit the further
solicitation of proxies in favor of the Merger Proposal:
| For |
|
Against |
|
Abstain/Withheld |
| |
|
|
|
|
| 1,813,509 |
|
150,058 |
|
34,624 |
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: November 2, 2026 |
By: |
/s/
Lana Eddy |
| |
|
Lana Eddy |
| |
|
Chief Financial Officer |
