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): March 1124, 2026

HBT FINANCIAL, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39085	37-1117216
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

401 North Hershey Rd Bloomington, Illinois		61704
(Address of principal executive offices)		(Zip Code)

(309) 662-4444

(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 (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))

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, par value $0.01 per share	HBT	The Nasdaq Stock Market LLC

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1124, 2026, ~~HBT~~on ~~Financial, Inc. (~~the ~~“Company”)~~recommendation ~~entered~~of ~~into~~its aNominating ~~Subordinated~~and ~~Note~~Corporate ~~Purchase~~Governance ~~Agreement~~Committee, (the ~~“Purchase~~Boards ~~Agreement”)~~of ~~with~~Directors ~~certain~~of ~~institutional~~HBT ~~accredited~~Financial, ~~investors~~Inc. ~~and qualified institutional buyers~~ (~~collectively,~~ the “~~Purchasers~~Company”) ~~pursuant~~and toHeartland ~~which~~Bank ~~the Company sold~~ and ~~issued~~Trust ~~$85.0~~Company ~~million in aggregate principal amount of its 5.75% Fixed-to-Floating Rate Subordinated Notes due 2036~~ (collectively, the “~~Notes~~Boards”). ~~The~~increased ~~Notes~~the ~~were~~size ~~issued~~of bytheir ~~the~~respective ~~Company~~Boards toand ~~the~~appointed ~~Purchasers~~Michael atJ. aMorton ~~price equal~~ to ~~100%~~the ofBoards, ~~their~~effective ~~face~~April 1, ~~amount~~2026. ~~The~~Mr. ~~Company~~Morton's ~~intends~~initial toterm ~~use~~will ~~the~~expire ~~net~~at ~~proceeds~~the itCompany's ~~received~~2026 ~~from~~Annual ~~the~~Meeting ~~sale~~ of ~~the~~Stockholders, ~~Notes~~at ~~for~~which ~~general~~he ~~corporate~~will ~~purposes,~~be ~~which~~eligible ~~may~~for ~~include~~re-election. ~~potential share repurchases~~Mr. ~~The~~Morton ~~Purchase~~was ~~Agreement~~not ~~contains~~appointed ~~certain~~to ~~customary~~serve ~~representations, warranties and covenants made by the Company,~~ on ~~the~~any ~~one~~committees ~~hand,~~of ~~and~~ the ~~Purchasers,~~Boards ~~severally~~at ~~and~~this ~~not jointly, on the other hand~~time.

~~The~~Mr. ~~Notes have a stated maturity of March 15~~Morton, ~~2036,~~age ~~are redeemable~~63, inmost ~~whole~~recently orserved inas ~~part,~~Vice onChair ~~or after March 15, 2031, and at any time upon the occurrences~~ of ~~certain events~~U.S. ~~The~~Commercial ~~Notes~~Banking ~~will bear interest~~ at athe ~~fixed~~Bank ~~rate~~ of ~~5.75%~~Montreal ~~per~~(“BMO”) ~~year,~~ from ~~and~~2020 ~~including~~to ~~March 11~~2023, ~~2026~~where ~~to,~~he ~~but~~was ~~excluding~~responsible ~~March~~for ~~15,~~staff ~~2031,~~development orand ~~earlier~~risk ~~redemption~~oversight ~~date.~~across ~~From~~multiple states and ~~including~~offices. ~~March~~He ~~15,~~also ~~2031~~served ~~to,~~as ~~but~~Executive ~~excluding~~Vice ~~the~~President ~~maturity~~and ~~date~~Chief orCredit ~~early~~Officer ~~redemption~~of ~~date~~MB Financial, ~~the~~Inc. ~~interest~~(“MB ~~rate~~Financial”) ~~will~~from ~~reset~~2014 ~~quarterly~~to at2019. aPrior ~~variable rate equal~~ to ~~the~~BMO ~~then~~and ~~current~~MB ~~three-month term secured overnight financing rate (“SOFR”)~~Financial, ~~plus~~Mr. ~~233~~Morton ~~basis~~held ~~points.~~various Asroles ~~provided~~at inseveral ~~the~~Chicagoland ~~Notes,~~financial ~~the~~institutions ~~interest~~and ~~rate~~has onnearly ~~the~~40 ~~Notes~~years ~~during~~of ~~the~~banking ~~applicable~~experience. ~~floating~~Mr. ~~rate~~Morton ~~period~~received ~~may~~a beBS ~~determined~~from ~~based~~Illinois onState aUniversity ~~rate~~and ~~other~~an ~~than~~MBA ~~three-month~~from ~~term~~DePaul ~~SOFR~~University.

~~The~~There ~~Notes~~are ~~were~~no ~~offered~~arrangements ~~and~~or ~~sold~~understandings bybetween ~~the~~Mr. ~~Company~~Morton inand aany ~~private~~other ~~placement~~persons ~~transaction~~pursuant into ~~reliance~~which onhe ~~exemptions~~was ~~from~~appointed ~~the registration requirements of the Securities Act of 1933,~~ as ~~amended (the “Securities Act”), pursuant to Section 4(~~a~~)(2)~~ ofdirector. ~~the~~There ~~Securities~~are ~~Act~~also ~~and~~no ~~Rule~~family ~~506(b)~~relationships ofbetween ~~Regulation D thereunder~~Mr. OnMorton ~~March 11, 2026, in connection with the sale~~ and ~~issuance~~any ofdirector ~~the~~or ~~Notes,~~executive ~~the~~officer ~~Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with the Purchasers. Under the terms~~ of the ~~Registration Rights Agreement~~Company, ~~the~~and ~~Company~~he has ~~agreed~~no todirect ~~take~~or ~~certain~~material ~~actions~~indirect tointerest ~~provide~~in ~~for~~any ~~the~~transaction ~~exchange~~required of the Notes for subordinated notes that are registered under the Securities Act and have substantially the same terms as the Notes (the “Exchange Offer”). Under certain circumstances, if the Company fails to ~~meet its obligations under the Registration Rights Agreement, it would~~ be ~~required~~disclosed topursuant ~~pay additional interest~~ to ~~the~~Item ~~holders~~404(a) of ~~the~~Regulation ~~Notes~~S-K.

~~The Notes were issued under an Indenture, dated March 11, 2026 (the “Indenture”), by and between the Company and UMB, N~~Mr.~~A.,~~ asMorton ~~trustee~~will ~~(the~~be ~~“Trustee”).~~compensated ~~The Notes are not subject to any sinking fund and are not convertible into or exchangeable, other than pursuant to the Exchange Offer,~~ for ~~any~~his ~~other~~service ~~securities or assets of the Company or any of its subsidiaries. The Notes are not subject to redemption at the option of the holder. Prior to March 15, 2031, the Company may redeem the Notes,~~ in ~~whole~~accordance ~~but~~with ~~not~~HBT inFinancial's ~~part,~~non-employee ~~only~~director ~~under~~compensation ~~certain~~program ~~limited~~on ~~circumstances set forth in~~ the ~~Indenture.~~same Onbasis oras ~~after~~other ~~March~~non-employee 15directors, ~~2031,~~as ~~the~~described ~~Company may redeem the Notes,~~ in ~~whole~~HBT orFinancial’s inproxy ~~part,~~statement atfor its ~~option,~~2025 onAnnual atMeeting ~~any time. Any redemption by the Company would be at a redemption price equal to 100%~~ of ~~the~~Stockholders ~~principal~~filed ~~amount~~with of the ~~Notes~~Securities ~~being redeemed, together with any accrued~~ and ~~unpaid~~Exchange ~~interest~~Commission on ~~the~~April ~~Notes~~9, ~~being redeemed to but excluding the date of redemption~~2025.

~~Principal~~Item ~~and interest on the Notes are subject to acceleration only in limited circumstances in the case of certain bankruptcy and insolvency-related events with respect to the Company~~7. The Notes are unsecured, subordinated obligations of the Company, are not obligations of, and are not guaranteed by, any subsidiary of the Company, and rank junior in right of payment to the Company’s current and future senior indebtedness01. ~~The~~Regulation ~~Notes~~FD ~~are intended to qualify as Tier 2 capital of the Company for regulatory capital purposes~~Disclosure.

~~The~~On ~~forms~~March 25, ~~of the Purchase Agreement~~2026, ~~the~~HBT ~~Registration~~Financial ~~Rights~~issued ~~Agreement,~~a ~~the~~press ~~Indenture~~release ~~and~~announcing the ~~Notes~~appointment ~~are~~of ~~attached as Exhibits 10~~Mr.1, ~~10.2,~~Morton ~~4.1 and 4.2, respectively,~~ to ~~this Current Report on Form 8-K (~~the ~~“Report”) and are incorporated herein by reference~~Boards. ~~The~~A ~~foregoing~~copy ~~descriptions~~ of the ~~Purchase~~press ~~Agreement,~~release ~~the~~is ~~Registration~~furnished ~~Rights~~as ~~Agreement,~~Exhibit ~~the~~99.1 ~~Indenture~~to ~~and~~this ~~the~~Report, ~~Notes~~which ~~are~~is ~~summaries~~incorporated ~~and are qualified in their entirety~~ by reference ~~to the full text of such documents~~herein.

The information contained in Item 27.0301, ~~Creation~~including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of aSection ~~Direct~~18 ~~Financing~~of ~~Obligation~~the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or anotherwise ~~Obligation~~subject to the liabilities under anthat ~~Off-Balance~~section, ~~Sheet~~nor ~~Arrangement~~shall it be deemed incorporated by reference into any registration statement or other document pursuant to the Securities Act of a1933, ~~Registrant~~as amended, or into any filing or other document pursuant to the Exchange Act, except to the extent required by applicable law or regulation.

~~The information set forth under~~ Item 19.01. ~~above~~Financial isStatements ~~incorporated~~and ~~by reference into this Item 2~~Exhibits.~~03.~~

~~Item~~Exhibit ~~7.01~~Number Description ~~Regulation~~of ~~FD Disclosure.~~Exhibit

On99.1 Press Release dated March 1125, 2026~~, the Company issued a press release announcing the completion of the offering of the Notes, a copy of which is furnished as Exhibit 99~~.~~1 to this Report.~~

In104 Cover ~~connection~~Page ~~with~~Interactive ~~the~~Data ~~offering~~File of(embedded ~~the~~within ~~Notes,~~ the ~~Company~~Inline ~~delivered~~XBRL ~~an investor presentation to potential investors on a confidential basis, a copy of which is furnished as Exhibit 99~~document).~~2 to this Report.~~

The information contained in Item 7.01, including Exhibits 99.1 and 99.2 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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 documents pursuant to the Securities Act of 1933, as amended, or into any filing or other document pursuant to the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Report includes “forward-looking statements” within the meanings of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act, including but not limited to statements about the anticipated use of net proceeds from the offering, the Exchange Offer and other matters. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions you that the forward-looking statements presented in this Report are not a guarantee of future events, and that actual events may differ materially from those made in or suggested by the forward-looking information contained in this Report. Forward-looking statements generally can be identified by the use of forward-looking words such as “may,” “might,” “should,” “could,” “predict,” “potential,” “believe,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would,” “annualized,” “target” and “outlook,” or the negative version of those words or other comparable words of a future or forward-looking nature. Factors that may cause actual results to differ materially from those made or suggested by the forward-looking statements contained in this Report include those identified in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2026, and subsequent filings with the SEC. Any forward-looking statements presented herein are made only as of the date of this Report, and the Company does not undertake any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number			Description of Exhibit
4.1			Indenture, dated March 11, 2026, by and between HBT Financial, Inc. and UMB Bank, N.A., as trustee.
4.2			Forms of 5.75% Fixed-to-Floating Rate Subordinated Note due 2036 (included as Exhibit A-1 and Exhibit A-2 to the Indenture filed as Exhibit 4.1 hereto).
10.1			Form of Subordinated Note Purchase Agreement, dated March 11, 2026, by and among HBT Financial, Inc. and the Purchasers.
10.2			Form of Registration Rights Agreement, dated March 11, 2026, by and among HBT Financial, Inc. and the Purchasers.
99.1			Press Release dated March 11, 2026.
99.2			Investor Presentation of HBT Financial, Inc.
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.

	HBT FINANCIAL, INC.
	By:	/s/ Peter R. Chapman
		Name: Peter R. Chapman
		Title: Chief Financial Officer
Date: March 11, 2026
Date: March 25, 2026

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