STOCK TITAN

Tri-County Financial (TYFG) to be acquired by HBT Financial in $204.6M deal

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Tri-County Financial Group, Inc. entered into an Agreement and Plan of Merger with HBT Financial, Inc. under which Tri-County will merge with and into HBT in a cash-and-stock transaction valued at approximately $204.6 million, based on HBT’s August 7, 2026 closing price.

Each Tri-County share will be converted into the right to receive 2.4589 HBT shares, $71.01 in cash, or a mix of cash and stock, subject to adjustment and proration, with cash paid in lieu of fractional shares. Based on current Tri-County shares and options, stockholders are expected to receive about $59.9 million in cash and 3.8 million HBT shares, and will own roughly 9% of HBT after closing.

The merger involves a two-step holding-company combination followed by the merger of First State Bank into Heartland Bank and Trust Company. Boards of both companies approved the deal, and Tri-County insiders holding about 28% of shares have agreed to vote in favor. Closing is targeted for the first quarter of 2027, subject to Tri-County stockholder approval, regulatory approvals, and effectiveness of an HBT Form S-4. The agreement includes customary covenants, non-solicitation provisions, appointment of Tri-County director Thomas K. Prescott to HBT and Heartland Bank boards, and a $7.25 million termination fee payable by Tri-County under specified circumstances.

Positive

  • Strategic sale at implied ~$82.89 per share and $204.6 million value provides Tri-County investors with a liquidity event and choice of cash, HBT stock, or a mix, with post-deal ownership of about 9% of the larger combined company.
  • Combination with a larger regional bank creates a pro forma institution with $8.3 billion in assets, potentially broadening products and geographic reach for Tri-County’s customers within an experienced acquirer platform.

Negative

  • None.
Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Aggregate transaction value $204.6 million Value of Tri-County’s sale to HBT Financial based on $36.35 HBT price
Cash consideration per share $71.01 per share Optional all-cash election for each Tri-County common share
Stock exchange ratio 2.4589 shares HBT shares per Tri-County share under stock election
Implied per-share price $82.89 per share Consideration value based on HBT’s $36.35 closing price on August 7, 2026
Expected cash consideration $59.9 million Estimated aggregate cash paid to Tri-County stockholders and option holders
Expected stock consideration 3.8 million shares Approximate HBT common shares to be issued to Tri-County investors
Combined total assets $8.3 billion Pro forma assets of HBT Financial and Tri-County after merger
Termination fee $7.25 million Fee payable by Tri-County to HBT upon certain termination events
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the “Merger Agreement”)."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Registration Statement on Form S-4 regulatory
"subject to ... the effectiveness of a Registration Statement on Form S-4"
A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.
non-solicitation obligations regulatory
"and (iii) TYFG’s non-solicitation obligations relating to alternative acquisition"
termination fee financial
"provides for the payment of a termination fee of $7.25 million"
A termination fee is a payment required if one party ends a contract before its agreed-upon end date. It acts like a penalty or compensation to the other party for canceling early, similar to a fee you might pay for breaking a lease or canceling a service contract. For investors, it matters because it can influence a company's decisions and financial obligations related to ending agreements prematurely.
proration provisions financial
"subject to adjustment and to the election and proration provisions in the merger"
Proration provisions are rules that divide a limited quantity—such as new shares in a rights offering, dividend payments, or asset distributions—among claimants in proportion to their existing holdings or claims. They determine how much each investor actually receives when demand exceeds supply, like slicing a pie so everyone gets a share based on their size of the pie slice. This affects expected ownership, dilution and the practical outcome of corporate actions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What transaction did Tri-County Financial Group (TYFG) announce with HBT Financial?

Tri-County Financial Group agreed to merge with HBT Financial in a cash-and-stock transaction valued at about $204.6 million. Tri-County will merge into HBT, and its bank subsidiary will later combine with Heartland Bank and Trust Company.

What will TYFG shareholders receive in the merger with HBT Financial?

Each TYFG share will convert into either 2.4589 HBT shares, $71.01 in cash, or a mix, all subject to adjustment and proration. Based on current securities, holders are expected to receive about $59.9 million in cash and 3.8 million HBT shares in total.

What is the implied valuation of the TYFG and HBT Financial merger for Tri-County shareholders?

Using HBT’s $36.35 closing price on August 7, 2026, the consideration implies about $82.89 per TYFG share and an aggregate transaction value of approximately $204.6 million, split between cash and HBT common stock.

How large will the combined HBT Financial and Tri-County organization be after the merger?

The combined company is expected to have about $8.3 billion in assets, $6.0 billion in loans, and $7.1 billion in deposits, with branch locations across Illinois, eastern Iowa, and suburban St. Louis, subject to completion of the merger.

What conditions must be satisfied before the TYFG and HBT Financial merger closes?

Closing requires approval by Tri-County shareholders, receipt of required regulatory approvals, and effectiveness of HBT’s Form S-4 registration statement. The deal also includes customary covenants and a $7.25 million termination fee payable by Tri-County in certain cases.

When is the merger between TYFG and HBT Financial expected to be completed?

The merger is expected to close in the first quarter of 2027, subject to Tri-County shareholder approval, regulatory clearances, and satisfaction of other customary closing conditions described in the merger agreement and future SEC filings.
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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

 

 

Filing Exhibits & Attachments

7 documents