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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 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 |
