[8-K] Tri-County Financial Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Tri-County Financial Group, Inc. (TYFG) announced a leadership change. On October 28, 2025, Timothy McConville resigned as President and CEO of the Company and as a director of the Company and First State Bank. The Company stated his resignation was not due to any disagreement regarding operations, policies, or practices.

On October 30, 2025, Kirk Ross, already President and CEO of First State Bank, was appointed President and CEO of the Company. Ross has been with the Bank since 1994, with a background in commercial lending, and previously served as Executive Vice President before becoming Bank CEO and President in 2024. The Company disclosed no changes to Ross’s compensation or benefits in connection with these appointments.

Insights

Corporate governance analyst

CEO transition with internal successor; neutral governance impact.

Tri-County Financial Group reported the resignation of its Company CEO on October 28, 2025, followed by appointment of the Bank’s CEO, Kirk Ross, as Company CEO on October 30, 2025. The filing notes the resignation was not due to any disagreement on operations, policies, or practices, reducing concern over internal conflict.

The choice of an internal leader who has served since 1994 and led the Bank since 2024 suggests continuity in strategy and risk management. The Company stated there are no changes to Ross’s compensation or benefits tied to the appointment, indicating no immediate cost impact.

Key factors will be execution continuity across the holding company and bank leadership. Subsequent filings may provide updates on any board changes, long-term compensation actions, or strategic priorities under Ross.

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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 28, 2025

TRI-COUNTY FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware		0-15950		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 October 28, 2025, Timothy McConville tendered his resignation as President and Chief Executive Officer of Tri-County Financial Group, Inc. (the “Company”), and as a director of both the Company and its wholly-owned subsidiary, First State Bank (the “Bank”). Mr. McConville’s decision to resign was not a result of any disagreement with the Company pertaining to the Company’s operations, policies or practices. The Company would like to sincerely thank Mr. McConville for his years of outstanding service.

On October 30, 2025, Kirk Ross, President and Chief Executive Officer of the Bank, was appointed President and Chief Executive Officer of the Company. Mr. Ross began his banking career in 1989 and has worked for the Bank since 1994 with his primary responsibilities in the commercial lending area. He served as Executive Vice President prior to being named Chief Executive Officer and President of the Bank in 2024. Mr. Ross is a graduate of the University of Illinois with a bachelor’s degree in Agricultural Economics. There are currently no changes to Mr. Ross’s compensation or benefits as a result of these appointments.

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: October 31, 2025	By:	/s/ Lana Eddy
		Lana Eddy
		Chief Financial Officer

FAQ

What leadership change did Tri-County Financial Group (TYFG) announce?

Timothy McConville resigned as President and CEO of the Company on October 28, 2025, and as a director of the Company and First State Bank.

Who is the new CEO of Tri-County Financial Group (TYFG)?

Kirk Ross, already President and CEO of First State Bank, was appointed President and CEO of the Company on October 30, 2025.

Was the CEO resignation at TYFG due to a disagreement?

The Company stated Mr. McConville’s resignation was not due to any disagreement regarding operations, policies, or practices.

Will Kirk Ross receive new compensation as TYFG’s CEO?

The Company disclosed no changes to Mr. Ross’s compensation or benefits as a result of his appointments.

What is Kirk Ross’s background at First State Bank?

Ross began his banking career in 1989, joined the Bank in 1994 in commercial lending, served as Executive Vice President, and became Bank CEO and President in 2024.

What roles did Timothy McConville leave at TYFG?

He resigned as President and CEO of the Company and as a director of the Company and its wholly-owned subsidiary, First State Bank.