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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): August 10, 2026
TRI-COUNTY
FINANCIAL GROUP, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
333-288087 |
|
36-3412522 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
Number) |
| 706
Washington Street, Mendota, Illinois |
|
61342 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (815) 538-2265
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 (see General Instruction A.2. below):
| ☐ |
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)) |
| Title
of each class |
|
Trading
symbol |
|
Name
of 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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 1.01 Entry into a Material Definitive Agreement
On
August 10, 2026, Tri-County Financial Group, Inc., a Delaware corporation (“TYFG” or the “Company”), HBT Financial,
Inc., a Delaware corporation (“HBT”), and HB-TYFG Merger, Inc., a Delaware corporation and wholly-owned subsidiary of HBT
(“MergerCo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provides
that, upon the terms and subject to the conditions set forth therein, MergerCo will merge with and into the Company (the “Merger”),
with the Company as the surviving entity, and as a result, the Company will become a wholly-owned subsidiary of HBT. Immediately following
the Merger, the Company will merge with and into HBT, with HBT as the surviving entity. In addition, subsequent to the mergers and at
a time to be determined by HBT, First State Bank, an Illinois state-chartered and non-member bank headquartered in Mendota, Illinois
and a wholly-owned subsidiary of TYFG, will merge with and into Heartland Bank and Trust Company, an Illinois state-chartered bank and
a wholly-owned subsidiary of HBT (“Heartland Bank”), with Heartland Bank as the surviving bank. The Merger Agreement was
unanimously approved and adopted by the board of directors of each of HBT and TYFG.
Upon
the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”),
each share of common stock, par value $1.00 per share, of TYFG that is issued and outstanding immediately prior to the Effective Time
(other than treasury shares and shares that have exercised appraisal rights) will be converted into the right to receive, at the option
of each TYFG stockholder, one of the following: (i) 2.4589 validly issued, fully paid and nonassessable shares of HBT common stock, par
value $0.01 per share, (ii) cash in the amount of $71.01, or (iii) a combination of cash and shares of HBT common stock, in each case
subject to adjustment and to the election and proration procedures as provided in the Merger Agreement. In lieu of fractional shares,
holders of TYFG common stock will receive cash. In aggregate, based on TYFG’s common stock and stock options outstanding as of
the date hereof, TYFG stockholders are expected to receive cash consideration of approximately $59.9 million and stock consideration
of approximately 3.8 million shares of HBT common stock.
The
Merger Agreement contains customary representations and warranties from both HBT and TYFG, and each party has agreed to customary covenants,
including, among others, covenants relating to (i) the conduct of TYFG’s business during the interim period between the execution
of the Merger Agreement and the Effective Time, (ii) the obligation of TYFG to call a meeting of its stockholders to adopt the Merger
Agreement and a requirement that TYFG board of directors recommend that its stockholders adopt the Merger Agreement at the special meeting,
and (iii) TYFG’s non-solicitation obligations relating to alternative acquisition proposals. Pursuant to the Merger Agreement,
prior to the Effective Time, HBT has agreed to appoint current TYFG director Thomas K. Prescott to the Boards of Directors of HBT and
Heartland Bank, subject to HBT’s corporate governance procedures. In addition, the completion of the Merger is subject to customary
conditions, including (a) adoption and approval of the Merger Agreement by the stockholders of TYFG, (b) receipt of required regulatory
approvals, and (c) the effectiveness of a Registration Statement on Form S-4 for the HBT common stock to be issued in the Merger. The
Merger Agreement provides certain termination rights for both HBT and TYFG and further provides for the payment of a termination fee
of $7.25 million to be made by TYFG to HBT in case of termination under specified events.
Concurrently
with the execution of the Merger Agreement, each TYFG director and certain stockholders and officers of TYFG have executed voting and
support agreements pursuant to which they have agreed to vote their TYFG shares in favor of the Merger Agreement at TYFG stockholder
meeting.
The
representations, warranties and covenants of each party set forth in the Merger Agreement have been made only for purposes of, and were
and are solely for the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the contracting
parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties
to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to
the contracting parties that differ from those applicable to investors. Accordingly, the representations and warranties in the Merger
Agreement may not describe the actual state of affairs at the date they were made or at any other time, and investors should not rely
on them as statements of fact. In addition, such representations and warranties (1) will not survive the consummation of the Merger and
(2) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement. Moreover, information
concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent
information may or may not be fully reflected in the public disclosures. The Merger Agreement is included with this filing only to provide
investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information
regarding HBT or TYFG, their respective affiliates or their respective businesses. The Merger Agreement should not be read alone, but
should instead be read in conjunction with the other information regarding HBT or TYFG, their respective affiliates or their respective
businesses, the Merger Agreement and the Merger that will be contained in, or incorporated by reference into, the Registration Statement
on Form S-4 that will include a proxy statement of TYFG and a prospectus of HBT, as well as in each of HBT’s and TYFG’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and in other documents HBT and TYFG file with the Securities and Exchange Commission
(“SEC”).
The
foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of the Merger Agreement, which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”)
and incorporated by reference herein.
Item
7.01 Regulation FD Disclosure.
On
August 10, 2026, TYFG and HBT issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release
is furnished as Exhibit 99.1 to this Report.
The
information contained in Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference
into any registration statement or other document pursuant to the Securities Act, or into any filing or other document pursuant to the
Exchange Act, except to the extent required by applicable law or regulation.
Special
Note Regarding Forward-Looking Statements
Certain
statements in this Current Report on Form 8-K and the exhibits filed herewith, including statements regarding the expected timetable
for completion of the proposed transaction, the results, effects and benefits of the proposed transaction, future opportunities and any
other statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance
that are not historical facts are forward-looking statements based on assumptions currently believed to be valid. Forward-looking statements
may include statements relating to the Company’s plans, strategies and expectations, near-term loan growth, net interest margin,
mortgage banking profits, wealth management fees, expenses, asset quality, capital levels, continued earnings, and liquidity. Forward-looking
statements are generally identifiable by use of the words “believe,” “may,” “will,” “should,”
“could,” “expect,” “estimate,” “intend,” “anticipate,” “project,”
“plan” or similar expressions. Forward-looking statements are frequently based on assumptions that may or may not materialize
and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking
statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act,
Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995.
These
forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
anticipated, including, but not limited to, the possibility that stockholders of TYFG may not approve the merger agreement; the risk
that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement or
that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business
or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management
time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of TYFG into those of HBT;
the effects of the merger in HBT’s future financial condition, results of operations, strategy and plans; and regulatory approvals
of the transaction.
Additional
factors that could cause results to differ materially from those described above can be found in TYFG’s Annual Report on Form 10-K
for the year ended December 31, 2025, filed with the SEC on March 9, 2026, and in its subsequently filed Quarterly Reports on Form 10-Q,
and in other documents TYFG files with the SEC, each of which is on file with the SEC.
All
forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither TYFG
nor HBT assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the
forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws.
As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance
on such statements.
Important
Information and Where to Find It
In
connection with the proposed transaction, HBT will file materials with the SEC, including a Registration Statement on Form S-4 of HBT
that will include a proxy statement of TYFG and a prospectus of HBT. After the Registration Statement is declared effective by the SEC,
TYFG and HBT intend to mail a definitive proxy statement/prospectus to the stockholders of TYFG. This Current Report on Form 8-K is not
a substitute for the proxy statement/prospectus or the Registration Statement or for any other document that TYFG or HBT may file with
the SEC and send to TYFG’s stockholders in connection with the proposed transaction. TYFG’S STOCKHOLDERS ARE URGED TO CAREFULLY
AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT, AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND OTHER RELEVANT DOCUMENTS FILED BY HBT AND TYFG WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT HBT, TYFG, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
Investors
will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to
time, and other relevant documents filed by HBT and TYFG with the SEC (when they become available) through the website maintained by
the SEC at www.sec.gov. Copies of documents filed with the SEC by HBT will be available free of charge from HBT’s website at https://ir.hbtfinancial.com
or by contacting HBT’s Investor Relations Department at HBTIR@hbtbank.com. Copies of documents filed with the SEC by TYFG are not
available on our website, but will be provided free of charge upon request. To request such documents, please call (815) 538-2265.
Participants
in the Proxy Solicitation
HBT,
TYFG and their respective directors and certain of their executive officers and other members of management and employees may be deemed,
under SEC rules, to be participants in the solicitation of proxies from TYFG’s stockholders in connection with the proposed transaction.
Information regarding the executive officers and directors of HBT is included in its definitive proxy statement for its 2026 annual meeting
filed with the SEC on April 8, 2026. Information regarding the executive officers and directors of TYFG and additional information regarding
the persons who may be deemed participants and their direct and indirect interests, by security holdings or otherwise, will be set forth
in the Registration Statement and proxy statement/prospectus and other materials when they are filed with the SEC in connection with
the proposed transaction. Free copies of these documents may be obtained as described in the paragraphs above.
No
Offer or Solicitation
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities
or a solicitation of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale, issuance
or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No. |
|
Description |
| 2.1* |
|
Agreement and Plan of Merger by and among HBT Financial, Inc., HB-TYFG Merger, Inc. and Tri-County Financial Group, Inc., dated as of August 10, 2026 |
| 99.1 |
|
Press Release, dated August 10, 2026 |
| 104 |
|
Cover
Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report to be signed on its behalf
by the undersigned hereunto duly authorized.
| |
|
|
TRI-COUNTY
FINANCIAL GROUP, INC. |
| |
|
|
|
|
| |
|
|
By:
|
/s/
Kirk Ross |
| |
|
|
Name:
|
Kirk
Ross |
| |
|
|
Title: |
President
and Chief Executive Officer |
| |
|
|
|
|
| Date: |
August
10, 2026 |
|
|
|
Exhibit
99.1
HBT
FINANCIAL, INC. AND TRI-COUNTY FINANCIAL GROUP, INC.
JOINTLY
ANNOUNCE STRATEGIC TRANSACTION
Bloomington,
IL and Mendota, IL, August 10, 2026 – HBT Financial, Inc. (NASDAQ: HBT) (the “Company” or “HBT Financial”
or “HBT”), the holding company for Heartland Bank and Trust Company (“Heartland Bank”), and Tri-County Financial
Group, Inc. (OTC: TYFG) (“Tri-County”), the holding company for First State Bank in Mendota, Illinois (“First State
Bank”), today jointly announced the signing of a definitive agreement pursuant to which Tri-County will merge with and into HBT
Financial in a combined common stock/cash transaction valued at approximately $204.6 million, based on HBT Financial’s closing
stock price of $36.35 as of August 7, 2026. The combined company will have approximately $8.3 billion in total assets, $6.0 billion
in total loans, and approximately $7.1 billion in total deposits, with branch locations across Illinois, eastern Iowa, and suburban St.
Louis.
First
State Bank is a community bank with 19 banking locations throughout central and northern Illinois. Offering commercial and personal banking
services, as well as treasury and wealth management services and certain insurance offerings, First State Bank had total assets of $1.6
billion, total loans of $1.3 billion, and total deposits of $1.3 billion as of June 30, 2026.
Our
two organizations share a relationship-based approach to banking and a deep commitment to the communities that we serve which makes this
combination a clear cultural fit. It strengthens our footprint in central Illinois and the Chicago MSA and, through greater scale, expands
product opportunities for First State Bank customers. This transaction will represent the twelfth merger that HBT Financial has been
a part of since 2007, and we feel that the team’s extensive integration experience will make this a smooth transition.
The
transaction has been unanimously approved by each company’s board of directors, and shareholders collectively holding approximately
28% of the outstanding shares of Tri-County common stock have entered into voting agreements pursuant to which they have agreed,
among other things, to vote their shares of Tri-County common stock in favor of the transaction. The merger is expected to close in the
first quarter of 2027, subject to approval by Tri-County’s shareholders, required regulatory approvals, and other customary closing
conditions.
Fred
L. Drake, Executive Chairman of HBT Financial, said, “First State Bank is a fine addition to Heartland Bank. I have followed their
bank for many years, and as we serve several of the same markets, I know their communities are very similar to ours. We share a heritage
as longstanding, solid community banks. We look forward to getting to know their staff and working with their customers.”
J.
Lance Carter, President and CEO of HBT Financial and Heartland Bank, added, “I look forward to working with Kirk Ross and his team
at First State Bank to continue to deliver high-quality service to their customers. Our banks share strong roots in the communities that
we have served for generations in central and north central Illinois. HBT’s disciplined approach to M&A has allowed us to maintain
strong financial performance while expanding our asset base and the communities that we serve. We are confident our merger with First
State Bank will continue that success.”
Thomas
K. Prescott, Chairman of Tri-County, said, “I believe this merger marks an exciting new chapter for our organization. It is also
rooted in the same principles that have guided us for decades: serving customers well, supporting our communities, and creating long-term
value for our shareholders. We are delighted to partner with an institution that shares those beliefs and are confident that the future
holds tremendous promise for everyone connected to our bank.”
HBT Financial, Inc. Page 2 |
Kirk
L. Ross, President and CEO of Tri-County, added, “We are looking forward to the opportunities this partnership will create. Together,
we will be stronger, more innovative, and better positioned to meet the evolving needs of those we serve, while remaining committed to
the relationships and personal service that define who we are.”
Transaction
Information
Under
the terms of the merger agreement, Tri-County shareholders will have the right to receive either (1) 2.4589 shares of HBT Financial’s
common stock for each share of Tri-County stock, (2) $71.01 per share in cash, or (3) a combination of cash and stock consideration,
subject to adjustment and to the election and proration provisions in the merger agreement. Based upon HBT Financial’s closing
stock price of $36.35 on August 7, 2026, the implied per share purchase price is $82.89 with an aggregate transaction value
of approximately $204.6 million. Upon closing of the transaction, shareholders of Tri-County are expected to hold approximately
9% of HBT Financial’s outstanding common stock. Pursuant to the merger agreement, at the effective time of the merger, HBT Financial
expects to appoint current Tri-County director Thomas K. Prescott to the Boards of Directors of HBT Financial and Heartland Bank, subject
to HBT Financial’s corporate governance procedures.
A
presentation with additional information on the transaction can be found on HBT Financial’s investor relations website at ir.hbtfinancial.com.
Advisors
Vedder
Price P.C. served as legal counsel and Piper Sandler & Co. served as financial advisor to HBT Financial.
Barack
Ferrazzano Kirschbaum & Nagelberg LLP served as legal counsel and Performance Trust Capital Partners, LLC served as financial advisor
to Tri-County.
About
HBT Financial, Inc.
HBT
Financial, Inc., headquartered in Bloomington, Illinois, is the holding company for Heartland Bank and Trust Company, and has banking
roots that can be traced back to 1920. HBT Financial provides a comprehensive suite of financial products and services to consumers,
businesses, and municipal entities throughout Illinois, eastern Iowa, and suburban St. Louis through 83 full-service branches. As of
June 30, 2026, HBT Financial had total assets of $6.7 billion, total loans of $4.8 billion, and total deposits of $5.8 billion.
About
Tri-County Financial Group, Inc.
Tri-County
Financial Group, Inc., headquartered in Mendota, Illinois, is the parent holding company for First State Bank, with offices in Mendota,
Batavia, Bloomington, Champaign, Geneva, LaMoille, McNabb, North Aurora, Ottawa, Peru, Princeton, Rochelle, Shabbona, St. Charles, Streator,
Sycamore, Waterman and West Brooklyn. First State Bank is the parent company of First State Mortgage Services, LLC and First State Insurance.
Tri-County Financial Group, Inc. shares are quoted under the symbol TYFG and traded on OTCQX. As of June 30, 2026, Tri-County had total
assets of $1.6 billion, total loans of $1.3 billion, and total deposits of $1.3 billion.
Forward-Looking
Statements
Certain
statements in this news release, including any statements regarding the expected timetable for completion of the proposed transaction,
the results, effects and benefits of the proposed transaction, future opportunities and any other statements regarding future expectations,
beliefs, plans, objectives, financial statements regarding future expectations, beliefs, plans, objectives, financial conditions, assumptions
or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently
believed to be valid. The words “anticipate,” “believe,” “expect,” “if,” “estimate,”
“will,” “potential,” and similar expressions or other words of similar meaning, and the negatives thereof, are
intended to identify forward-looking statements. Specific forward-looking statements include statements regarding the completion of the
proposed transaction and the anticipated growth opportunities from the proposed transaction. The forward-looking statements are intended
to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995.
HBT Financial, Inc. Page 3 |
These
forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
anticipated, including, but not limited to, the possibility that shareholders of Tri-County may not approve the merger agreement; the
risk that a condition to closing of the proposed transaction may not be satisfied, that either party may terminate the merger agreement
or that the closing of the proposed transaction might be delayed or not occur at all; potential adverse reactions or changes to business
or employee relationships, including those resulting from the announcement or completion of the transaction; the diversion of management
time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Tri-County into those of
HBT Financial; the effects of the merger in HBT Financial’s future financial condition, results of operations, strategy and plans;
and regulatory approvals of the transaction.
Additional
factors that could cause results to differ materially from those described above can be found in HBT Financial’s Annual Report
on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 6, 2026, and in its subsequently filed Quarterly Reports
on Form 10-Q, and in other documents HBT Financial files with the Securities and Exchange Commission (“SEC”), each of which
is on file with the SEC and available from HBT Financial’s website at https://ir.hbtfinancial.com.
All
forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither HBT Financial
nor Tri-County assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date
the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities
laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance
on such statements.
Important
Information and Where to Find It
In
connection with the proposed transaction, HBT Financial will file materials with the SEC, including a Registration Statement on Form
S-4 of HBT Financial that will include a proxy statement of Tri-County and a prospectus of HBT Financial. After the Registration Statement
is declared effective by the SEC, HBT Financial and Tri-County intend to mail a definitive proxy statement/prospectus to the shareholders
of Tri-County. This news release is not a substitute for the proxy statement/prospectus or the Registration Statement or for any other
document that HBT Financial may file with the SEC and send to Tri-County’s shareholders in connection with the proposed transaction.
TRI-COUNTY’S SHAREHOLDERS ARE URGED TO CAREFULLY AND THOROUGHLY READ THE PROXY STATEMENT/PROSPECTUS AND THE REGISTRATION STATEMENT,
AS MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY HBT FINANCIAL WITH THE SEC, WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT HBT FINANCIAL, TRI-COUNTY, THE PROPOSED TRANSACTION, THE RISKS RELATED
THERETO AND RELATED MATTERS.
Investors
will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to
time, and other relevant documents filed by HBT Financial with the SEC (when they become available) through the website maintained by
the SEC at www.sec.gov. Copies of documents filed with the SEC by HBT Financial will be available free of charge from HBT Financial’s
website at https://ir.hbtfinancial.com or by contacting HBT Financial’s Investor Relations Department at HBTIR@hbtbank.com
HBT Financial, Inc. Page 4 |
Participants
in the Proxy Solicitation
HBT
Financial, Tri-County and their respective directors and certain of their executive officers and other members of management and employees
may be deemed, under SEC rules, to be participants in the solicitation of proxies from Tri-County’s shareholders in connection
with the proposed transaction. Information regarding the executive officers and directors of HBT Financial is included in its definitive
proxy statement for its 2026 annual meeting filed with the SEC on April 8, 2026. Information regarding the executive officers and directors
of Tri-County and additional information regarding the persons who may be deemed participants and their direct and indirect interests,
by security holdings or otherwise, will be set forth in the Registration Statement and proxy statement/prospectus and other materials
when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained as described
in the paragraphs above
No
Offer or Solicitation
Communications
in this news release do not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation
of any vote or approval with respect to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities
in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction.
CONTACTS:
With
respect to HBT Financial
Peter
Chapman
HBTIR@hbtbank.com
(309)
664-4556
With
respect to Tri-County Financial Group, Inc.
Lana
Eddy, Secretary
leddy@firststatebank.biz
(815)
538-2265