Tri-County Financial (TYFG) details new CEO and CFO employment terms

Rhea-AI Filing Summary

Tri-County Financial Group, Inc. reported updated employment agreements for its top executives. Following the previously announced appointment of Kirk Ross as President and Chief Executive Officer after Timothy McConville’s retirement, the company and its bank subsidiary entered into an Amended and Restated Employment Agreement with Mr. Ross effective January 1, 2026. He will serve as President and Chief Executive Officer of both the company and First State Bank with an automatically renewing two-year term, an annual base salary subject to review, and eligibility for a discretionary performance bonus and standard benefit plans. If his employment is terminated without cause or for good reason, he is entitled to a lump sum severance equal to 200% of his base salary, subject to a release of claims and a 280G cutback.

The bank also entered into an Amended and Restated Employment Agreement with Lana Eddy, who will continue as Chief Financial Officer and Cashier of First State Bank on a similar two-year, automatically renewing basis. Her agreement includes an annual base salary subject to review, eligibility for a discretionary bonus and participation in benefit plans. If her employment is terminated without cause or for good reason, she is entitled to a lump sum payment equal to 100% of her base salary, also subject to a release of claims and a 280G cutback.

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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): December 29, 2025

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.

As previously announced, on October 30, 2025, Kirk Ross was appointed as Tri-County Financial Group, Inc.’s (the “Company”) President and Chief Executive Officer following Timothy McConville’s retirement from the Company and its wholly-owned subsidiary, First State Bank, an Illinois state-chartered bank (the “Bank”). Mr. Ross has served as the President and Chief Executive Officer of the Bank since 2024. Mr. Ross entered into that certain Amended and Restated Employment Agreement, dated as of December 29, 2025, by and between the Company, the Bank and Mr. Ross (the “Ross Employment Agreement”), setting forth his positions at the both the Company and the Bank. Effective January 1, 2026, the Ross Employment Agreement provides that Mr. Ross will serve as the President and Chief Executive Officer of the Company and the Bank for an initial term of two years, with an automatic extension for an additional one-day period for each day that passes during the term, so that the term will always be two years. The Ross Employment Agreement also provides for an annual base salary, subject to annual review and increase in accordance with the Company’s established management compensation policies and practices, and eligibility to receive a discretionary annual performance bonus. Under the Ross Employment Agreement, Mr. Ross is eligible to participate in benefit plans generally available to similarly situated employees. In the event Mr. Ross’ employment is terminated without cause or for good reason, excluding a termination due to death or disability, and subject to Mr. Ross’ execution of an effective release of claims, he will be entitled to a lump sum payment equal to 200% of his base salary. The Ross Employment Agreement includes a 280G cutback.

Additionally, Lana Eddy, the Bank’s Chief Financial Officer and Cashier, entered into that certain Amended and Restated Employment Agreement, dated as of December 29, 2025, by and between the Bank and Ms. Eddy (the “Eddy Employment Agreement”). Effective January 1, 2026, the Eddy Employment Agreement provides that Ms. Eddy will continue to serve as the Chief Financial Officer and Cashier of the Bank for an initial term of two years, with an automatic extension for an additional one-day period for each day that passes during the term, so that the term will always be two years. The Eddy Employment Agreement also provides for an annual base salary, subject to annual review and increase in accordance with the Bank’s established management compensation policies and practices, and eligibility to receive a discretionary annual performance bonus. Under the Eddy Employment Agreement, Ms. Eddy is eligible to participate in benefit plans generally available to similarly situated employees. In the event Ms. Eddy’s employment is terminated without cause or for good reason, excluding a termination due to death or disability, and subject to Ms. Eddy’s execution of an effective release of claims, she will be entitled to a lump sum payment equal to 100% of her base salary. The Eddy Employment Agreement includes a 280G cutback.

The foregoing description of the Ross Employment Agreement and the Eddy Employment Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of each such agreement, filed as Exhibit 10.1 and Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1		Amended and Restated Employment Agreement, dated as of December 29, 2025, by and between Tri-County Financial Group, Inc., First State Bank and Kirk Ross
10.2		Amended and Restated Employment Agreement, dated as of December 29, 2025, by and between First State Bank and Lana J. Eddy.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: January 5, 2026	By:	/s/ Lana J. Eddy
		Lana J. Eddy
		Chief Financial Officer

FAQ

What executive leadership changes does Tri-County Financial Group (TYFG) describe in this 8-K?

The filing notes that, as previously announced, Kirk Ross was appointed President and Chief Executive Officer of Tri-County Financial Group, Inc. following Timothy McConville’s retirement from the company and its wholly owned subsidiary, First State Bank.

What are the key terms of Kirk Ross’s new employment agreement at TYFG?

Effective January 1, 2026, Kirk Ross will serve as President and Chief Executive Officer of both the company and First State Bank for an initial two-year term that automatically extends one day for each day that passes so the term remains two years. He receives an annual base salary subject to annual review and potential increase, is eligible for a discretionary annual performance bonus, and may participate in benefit plans available to similarly situated employees.

What severance protection does Kirk Ross have under his Tri-County Financial Group agreement?

If Kirk Ross’s employment is terminated without cause or for good reason, excluding termination due to death or disability and subject to his execution of an effective release of claims, he is entitled to a lump sum payment equal to 200% of his base salary. The agreement includes a 280G cutback.

What are the main features of Lana Eddy’s employment agreement with First State Bank?

Under the Amended and Restated Employment Agreement effective January 1, 2026, Lana Eddy will continue to serve as Chief Financial Officer and Cashier of First State Bank for a two-year term that automatically extends one day for each day that passes. She receives an annual base salary subject to annual review and potential increase, is eligible for a discretionary annual performance bonus, and can participate in benefit plans for similarly situated employees.

What severance benefits does Lana Eddy receive under the TYFG-related agreement?

If Lana Eddy’s employment is terminated without cause or for good reason, excluding termination due to death or disability and subject to her execution of an effective release of claims, she is entitled to a lump sum payment equal to 100% of her base salary. Her agreement also includes a 280G cutback.

Where can investors find the full text of the TYFG executive employment agreements?

The full agreements are filed as Exhibit 10.1 Exhibit 10.2