HBT Financial Announces Merger to Acquire Tri‑County Financial Group

What Happened

• On August 10, 2026, HBT Financial, Inc. (HBT) entered into a definitive Agreement and Plan of Merger with Tri‑County Financial Group, Inc. (TYFG) and HBT’s subsidiary MergerCo. Under the agreement MergerCo will merge into TYFG (TYFG surviving), then TYFG will merge into HBT (HBT surviving). After the corporate mergers, TYFG’s bank subsidiary First State Bank is expected to merge into HBT’s subsidiary Heartland Bank at a later date. The boards of HBT and TYFG unanimously approved the Merger Agreement.

Key Details

• Consideration options per TYFG common share: (i) 2.4589 shares of HBT common stock, (ii) $71.01 in cash, or (iii) a combination of cash and HBT shares (holders may elect; proration and adjustment rules apply). Fractional shares paid in cash.
• Based on current TYFG equity and options, stockholders are expected in aggregate to receive about $59.9 million in cash and approximately 3.8 million shares of HBT common stock.
• Closing conditions include TYFG stockholder approval, required regulatory approvals, and effectiveness of a Form S‑4 registration statement for the HBT shares to be issued.
• Other terms: $7.25 million termination fee payable by TYFG in specified circumstances; TYFG directors and certain stockholders executed voting/support agreements; HBT agreed to appoint TYFG director Thomas K. Prescott to the boards of HBT and Heartland Bank (subject to HBT governance procedures).

Why It Matters

• The transaction would make TYFG a part of HBT and consolidate First State Bank into Heartland Bank, affecting HBT’s size and branch footprint once completed. Investors should note the mix of cash and stock consideration (and the approximate issuance of ~3.8M HBT shares) because it could affect HBT’s equity base and liquidity needs.
• The deal requires shareholder and regulatory approvals and an effective S‑4, so completion is not guaranteed. A $7.25M termination fee and voting agreements reduce deal risk but do not eliminate customary closing conditions.
• HBT and TYFG also filed a joint press release and an investor presentation (Exhibits 99.1 and 99.2) with the 8‑K for more background.